10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2002

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.
1-11255	AMERCO	88-0106815
	(A Nevada Corporation)
	1325 Airmotive Way, Ste. 100
	Reno, Nevada 89502-3239
	Telephone (775) 688-6300
2-38498	U-Haul International, Inc.	86-0663060
	(A Nevada Corporation)
	2727 N. Central Avenue
	Phoenix, Arizona 85004
	Telephone (602) 263-6645

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ].

20,514,958 shares of AMERCO Common Stock, $0.25 par value were outstanding at September 30, 2002.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at November 11, 2002.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Earnings
		Condensed Consolidated Statements of Comprehensive Income
		Condensed Consolidated Statements of Earnings
		Condensed Consolidated Statements of Comprehensive Income
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EX-10.10A
EX-10.11A
EX-10.35
EX-10.36
EX-10.37
EX-10.38
EX-10.39
EX-10.40
EX-10.41
EX-10.42
EX-10.43
EX-10.44
EX-10.45
EX-10.46
EX-10.46A
EX-10.47
EX-10.48
EX-10.48A
EX-10.49
EX-10.50
EX-10.50A
EX-10.51
EX-10.52
EX-10.53
EX-10.53A
EX-10.54
EX-10.54.A
EX-10.55
EX-10.55a
EX-10.56
EX-10.56A
EX-10.57
EX-10.57A
EX-10.58
EX-10.58A
EX-10.59
EX-10.60
EX-10.61
EX-10.62
EX-10.63
EX-99.1
EX-99.2
EX-99.3
EX-99.4

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	a)     Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited) and March 31, 2002	4
	b)     Condensed Consolidated Statements of Earnings for the Six months ended September 30, 2002 and 2001          (unaudited)	6
	c)     Condensed Consolidated Statements of Comprehensive Income for the Six months ended September 30,          2002 and 2001 (unaudited)	7
	d)      Condensed Consolidated Statements of Earnings for the Quarters ended September 30, 2002 and 2001          (unaudited)	8
	e)      Condensed Consolidated Statements of Comprehensive Income for the Quarters ended September 30, 2002          and 2001 (unaudited)	9
	f)      Condensed Consolidated Statements of Cash Flows for the Six months ended September 30, 2002 and 2001          (unaudited)	10
	g)       Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Submission of Matters to a Vote of Security Holders	43
Item 6.	Exhibits and Reports on Form 8-K	44

2

THIS PAGE LEFT

INTENTIONALLY BLANK

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Balance Sheets

		September 30,			March 31,
Assets		2002			2002
		(Unaudited)
		(in thousands)
Cash and cash equivalents		$	83,530		$	97,672
Receivables			284,512			279,914
Inventories, net			69,687			76,519
Prepaid expenses			43,916			31,069
Investments, fixed maturities			894,295			994,875
Investments, other			198,212			200,437
Other assets			150,708			178,066
			1,724,860			1,858,552
Property, plant and equipment, at cost:
	Buildings and improvements		716,346			703,841
	SACH Buildings and improvements		468,804			458,077
	Rental trucks		1,119,666			1,071,604
	Other property, plant and equipment		624,188			626,391
	SACH other property, plant and equipment		266,778			266,172
			3,195,782			3,126,085
	Less accumulated depreciation		(1,257,013	)		(1,211,182	)
	Total property, plant and equipment		1,938,769			1,914,903
Total Assets		$	3,663,629		$	3,773,455

The accompanying notes are an integral part of these consolidated financial statements.

4

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Balance Sheets, Continued

			September 30,			March 31,
Liabilities and Stockholders' Equity			2002			2002
			(Unaudited)
			(in thousands)
Liabilities:
	AMERCO’s notes and loans payable		$	908,509		$	1,045,802
	SAC Holdings notes and loans payable			579,403			557,761
	Policy benefits and losses, claims and loss expenses payable			703,304			729,343
	Liabilities from premium deposits			610,248			572,793
	Other liabilities			295,032			368,650
		Total liabilities		3,096,496			3,274,349
Commitments and Contingent Liabilities
Stockholders’ equity:
	Serial preferred stock -
		Series A preferred stock		—			—
		Series B preferred stock		—			—
	Serial common stock -
		Series A common stock		1,441			1,441
	Common stock			9,822			9,122
	Additional paid-in capital			261,217			267,712
	Accumulated other comprehensive loss			(48,418	)		(32,384	)
	Retained earnings			792,484			716,614
	Cost of common shares in treasury, net			(435,555	)		(449,247	)
	Unearned ESOP shares			(13,858	)		(14,152	)
		Total stockholders’ equity		567,133			499,106
Total Liabilities and Stockholders’ Equity			$	3,663,629		$	3,773,455

The accompanying notes are an integral part of these consolidated financial statements.

5

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATION AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Statements of Earnings

Six months ended September 30,

(Unaudited)

			2002			2001
			(in thousands, except share and per share data)
Revenues
	Rental revenue		$	788,904		$	746,907
	Net sales			130,635			130,592
	Premiums			163,016			202,880
	Net investment and interest income			25,356			31,482
		Total revenues		1,107,911			1,111,861
Costs and expenses
	Operating expenses			546,267			558,647
	Cost of sales			65,522			71,171
	Benefits and losses			140,433			180,773
	Amortization of deferred policy acquisition costs			21,642			20,933
	Lease expense			88,055			91,213
	Depreciation, net			64,904			45,707
Total costs and expenses				926,823			968,444
Earnings from operations				181,088			143,417
	Interest expense			54,887			52,517
Pretax earnings				126,201			90,900
Income tax expense				(45,108	)		(34,261	)
	Net earnings			81,093			56,639
Less: Preferred Stock Dividends				6,482			6,482
Earnings available to common shareholders				74,611			50,157
Basic and diluted earnings per common share:			$	3.59		$	2.37
Basic and diluted average common shares outstanding:				20,779,543			21,192,166

The accompanying notes are an integral part of these consolidated financial statements.

6

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

Six months ended September 30,

(Unaudited)

				2002			2001
				(in thousands)
Comprehensive income:
	Net earnings			$	81,093		$	56,639
		Changes in other comprehensive income:
			Foreign currency translation		(3,381	)		(4,617	)
			Fair market value of cash flow hedge		—			(647	)
			Unrealized loss on investments		(12,653	)		(4,374	)
			Total comprehensive income	$	65,059		$	47,001

The accompanying notes are an integral part of these consolidated financial statements.

7

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Statements of Earnings

Quarters ended September 30,

(Unaudited)

			2002			2001
			(in thousands, except share and per share data)
Revenues
	Rental revenue		$	413,050		$	390,467
	Net sales			62,447			61,803
	Premiums			75,466			102,550
	Net investment and interest income			11,591			16,387
		Total revenues		562,554			571,207
Costs and expenses
	Operating expense			283,481			293,100
	Cost of sales			32,219			34,733
	Benefits and losses			64,015			89,341
	Amortization of deferred policy acquisition costs			11,314			11,139
	Lease expense			47,232			44,571
	Depreciation, net			32,820			13,162
Total costs and expenses				471,081			486,046
Earnings from operations				91,473			85,161
	Interest expense			27,955			27,008
Pretax earnings				63,518			58,153
Income tax expense				(22,964	)		(22,415	)
		Net earnings		40,554			35,738
Less: Preferred Stock Dividends				(3,241	)		(3,241	)
Earnings available to common shareholders				37,313			32,497
Basic and diluted earnings per common share:			$	1.79		$	1.54
Basic and diluted average common shares outstanding:				20,804,016			21,106,343

The accompanying notes are an integral part of these consolidated financial statements.

8

AMERCO AND CONSOLIDATED SUBSIDIARIES

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

Quarters ended September 30,

(Unaudited)

				2002			2001
				(in thousands)
Comprehensive income:
	Net earnings			$	40,554		$	35,738
		Changes in other comprehensive income:
			Foreign currency translation		(4,416	)		(6,114	)
			Fair market value of cash flow hedge		—			(1,004	)
			Unrealized loss on investments		(9,315	)		(13,163	)
			Total comprehensive income	$	26,823		$	15,457

The accompanying notes are an integral part of these consolidated financial statements.

9

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Six months ended September 30,

(Unaudited)

			2002			2001
			(in thousands)
Net cash provided by operating activities			$	111,477		$	43,912
Cash flows from investing activities:
	Purchases of investments:
		Property, plant and equipment		(122,918	)		(108,224	)
		Fixed maturities		(134,993	)		(92,465	)
		Real estate		(29,391	)		(36	)
		Mortgage loans		—			(561	)
	Proceeds from sale of investments:
		Property, plant and equipment		46,030			60,945
		Fixed maturities		202,255			75,973
		Mortgage loans		10,450			6,889
Changes in other investments				32,751			38,751
Net cash provided (used) by investing activities				4,184			(18,728	)
Cash flows from financing activities:
	Net change in short-term borrowings			(12,500	)		(77,494	)
	Principal borrowings (payments) on notes			(150,014	)		26,861
	Investment contract deposits			89,083			74,159
	Investment contract withdrawals			(51,262	)		(65,079	)
	Changes in other financing activities			3,837			(3,166	)
Net cash used by financing activities				(120,856	)		(44,719	)
Increase (decrease) in cash and cash equivalents				(5,195	)		(19,535	)
Cash and cash equivalents at beginning of period				88,725			92,525
Cash and cash equivalents at end of period			$	83,530		$	33,253

The accompanying notes are an integral part of these consolidated financial statements.

10

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2002, March 31, 2002 and September 30, 2001
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

         AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul International, Inc. (U-Haul), which conducts moving and storage operations; Amerco Real Estate Company (Real Estate), which conducts real estate operations; Republic Western Insurance Company (RepWest), which conducts property and casualty insurance operations; and Oxford Life Insurance Company (Oxford), which conducts life insurance operations.

         SAC Holding Corporation and SAC Holding II Corporation (SAC Holdings) are Nevada corporations owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of 16.3% of AMERCO’s common stock and is an executive officer of U-Haul.

PRINCIPLES OF CONSOLIDATION

         The condensed consolidated financial statements include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and their subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO has made significant loans to SAC Holdings and is entitled to participate in SAC Holdings’ excess cash flow (after senior debt service). All of the equity interest of SAC Holdings is owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. AMERCO does not have an equity ownership interest in SAC Holdings, except for investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holdings and there are no default provisions in AMERCO indebtedness that cross-default to SAC Holdings’ obligations. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in AMERCO’s annual financial statements and notes. For a more detailed presentation of the accounts and transactions of AMERCO, refer to AMERCO’s Form 10-K.

         The condensed consolidated balance sheet as of September 30, 2002 and the related condensed consolidated statements of earnings, comprehensive income, and cash flows for the six months and quarters ended September 30, 2002 and 2001 are unaudited. In our opinion, all adjustments necessary for a fair presentation of such condensed consolidated financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year.

         The accounts of AMERCO and SAC Holdings are consolidated due to SAC Holdings majority owner not qualifying as an independent third party to AMERCO and not maintaining a substantive residual equity investment, exclusive of unrealized appreciation of real estate held by SAC Holdings subsidiaries, in SAC Holdings during the entire period.

         The operating results and financial position of RepWest and Oxford have been consolidated on the basis of a calendar year and, accordingly, are determined on a one quarter lag for financial reporting purposes. There were no effects related to intervening events, which would materially affect the consolidated financial position or results of operations for the financial statements presented herein except for a transfer of $7.5 million in cash and $65.5 million in real estate from the non-insurance operating entities to the insurance companies. These transferred assets and any related income or depreciation expense derived therefrom are not included in the consolidated financial statements of AMERCO and SAC Holdings as of September 30, 2002.

         Certain reclassifications have been made to the financial statements for the six months and the quarter ended September 30, 2001 to conform with the current period’s presentation.

11

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

2. INVESTMENTS

         A comparison of amortized cost to estimated market value for fixed maturities is as follows:

June 30, 2002	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	$	—	$	3,610	$	164		—		$	3,774
U.S. government agency mortgage-backed securities	$	—		11,245		265		(13	)		11,497
Corporate securities	$	43,607		43,704		1,591		(42	)		45,253
Mortgage-backed securities	$	35,264		34,827		699		(69	)		35,457
Redeemable preferred stocks		4,541		114,674		247		(3,307	)		111,614
			$	208,060	$	2,966	$	(3,431	)	$	207,595

June 30, 2002		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		$	42,760	$	43,280	$	1,812	$	(319	)	$	44,773
U.S. government agency mortgage-backed securities		$	31,620		31,364		725		(39	)		32,050
Obligations of states and political subdivisions		$	15,925		16,065		660		(112	)		16,613
Corporate securities		$	608,680		604,300		14,257		(16,239	)		602,318
Mortgage-backed securities		$	31,270		31,203		1,013		(153	)		32,063
Redeemable preferred stocks			1,260		31,834		281		(447	)		31,668
Redeemable common stocks			633		7,900		—		(1,040	)		6,860
					765,946		18,748		(18,349	)		766,345
	Total			$	974,006	$	21,714	$	(21,780	)	$	973,940

12

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES

         A summarized condensed consolidated balance sheet for RepWest is presented below:

			June 30,
			2002		2001
			(in thousands)
Investments, fixed maturities			$	313,096	$	396,466
Receivables				233,827		212,299
Due from affiliate				115,951		46,310
Other assets				123,988		79,996
		Total assets	$	786,862	$	735,071
Policy liabilities and accruals			$	460,321	$	381,350
Unearned premiums				64,568		113,463
Other policyholders’ funds and liabilities				52,081		59,117
	Total liabilities			576,970		553,930
Stockholder’s equity				209,892		181,141
		Total liabilities and stockholder’s equity	$	786,862	$	735,071

         A summarized condensed consolidated income statement for RepWest is presented below:

			Quarter ended						Six months ended
			June 30,						June 30,
			2002			2001			2002			2001
			(in thousands)
Premiums			$	39,710		$	66,087		$	86,319		$	128,265
Net investment income				7,689			7,449			15,257			15,865
	Total revenue			47,399			73,536			101,576			144,130
Benefits and losses				34,298			62,371			79,945			122,638
Amortization of deferred policy acquisition costs				6,218			6,590			11,521			11,630
Operating expenses				6,633			17,904			12,647			28,774
	Total expenses			47,149			86,865			104,113			163,042
Income (loss) from operations				250			(13,329	)		(2,537	)		(18,912	)
Income tax benefit (expense)				(45	)		4,708			960			6,687
		Net income (loss)	$	205		$	(8,621	)	$	(1,577	)	$	(12,225	)

13

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES, continued

         A summarized condensed consolidated balance sheet for Oxford is presented below:

			June 30,
			2002		2001
			(in thousands)
Investments, fixed maturities			$	581,199	$	577,939
Investments, other				169,775		119,972
Receivables				33,162		30,541
Deferred policy acquisition costs				91,585		83,280
Other assets				37,621		53,355
	Total assets		$	913,342	$	865,087
Policy liabilities and accruals			$	178,415	$	187,758
Premium deposits				610,248		532,993
Other policyholder’s fund and liabilities				8,549		26,556
Deferred federal income taxes				3,052		12,211
	Total liabilities			800,264		759,518
Stockholder’s equity				113,078		105,569
		Total liabilities and stockholder’s equity	$	913,342	$	865,087

         A summarized condensed consolidated income statement for Oxford is presented below:

			Quarter ended						Six months ended
			June 30,						June 30,
			2002			2001			2002			2001
			(in thousands)
Premiums			$	41,035			37,905		$	80,693		$	77,538
Net investment income				2,443			6,975			7,773			13,184
	Total revenue			43,478			44,881			88,466			90,722
Benefits and losses				29,717			26,970			60,488			58,135
Amortization of deferred policy acquisition costs				5,096			4,538			10,121			9,292
Operating expenses				11,537			12,197			19,849			19,436
	Total expenses			46,350			43,705			90,458			86,863
Income (loss) from operations				(2,872	)		1,176			(1,992	)		3,859
Income tax benefit (expense)				1,003			(272	)		699			(1,232	)
		Net income (loss)	$	(1,869	)		904		$	(1,293	)	$	2,627

14

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

4. CONTINGENT LIABILITIES AND COMMITMENTS

         During the six months ended September 30, 2002, a subsidiary of AMERCO entered into two transactions whereby the subsidiary sold rental trucks and trailers to unrelated third parties, which were subsequently leased back to an AMERCO subsidiary. AMERCO has guaranteed approximately $3.3 million of residual values at September 30, 2002 for these assets at the end of the lease. Following are the lease commitments for the leases executed during the six months and quarter ended September 30, 2002, and subsequently which have a term of more than one year:

Year ending	Lease
March 31,	Commitments
2003	$	708
2004		1,415
2005		1,415
2006		1,415
2007		1,415
Thereafter		4,753
	$	11,121

         In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO 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. In our opinion, none of such suits, claims or proceedings involving AMERCO, individually, or in the aggregate, are expected to result in a material loss.

         Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks. Under this program, over 3,000 tanks have been removed at a cost of approximately $44.5 million.

         A subsidiary of U-Haul, INW Company (INW), owns one property located within two different state hazardous substance sites in the State of Washington. The sites are referred to as the “Yakima Valley Spray Site” and the Yakima Railroad Area.” INW has been named as a“potentially responsible party” under state law with respect to this property as it relates to both sites. As a result of the cleanup costs of approximately $5.5 to $10.0 million required by the State of Washington, INW filed for reorganization under federal bankruptcy laws in May of 2001. The potential liability to INW could be in the range of $2.0 million to $5.5 million.

         Based upon the information currently available, compliance with the environmental laws and the costs of investigation and cleanup of known hazardous waste sites are not expected to have a material adverse affect on AMERCO’s financial position of operating results.

         We are currently under IRS examination for the years 1996-1997. The IRS has proposed adjustments to our 1997 and 1996 tax returns in the amount of $233.1 million and $99.0 million, respectively. Nearly all of the adjustments relate to denials of deductions that we

15

took for costs incurred in resolution of prior litigation with certain members of the Shoen family and their corporations. We believe these income tax deductions are appropriate and we are vigorously contesting the IRS adjustments. We estimate that if we are unsuccessful in our challenge in all respects, based on our current tax positions, we could incur tax exposure totaling approximately $76.1 million plus interest.

16

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

5. SUPPLEMENTAL CASH FLOWS INFORMATION

         The (increase) decrease in receivables, inventories, investments, other assets and other liabilities net of other operating and investing activities follows:

	Six months ended
	September 30,
	2002			2001
	(in thousands)
Receivables	$	4,598			(14,209	)
Inventories	$	(6,832	)		3,689
Investments	$	(102,805	)		9,731
Other Assets	$	(27,358	)		31,576
Other liabilities	$	(56,066	)		(28,448	)

17

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

6. NEW ACCOUNTING STANDARDS

         In July 2002, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets.

         SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16), Business Combinations. The most significant changes made by SFAS 141 are: (1) requiring that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, (2) establishing specific criteria for the recognition of intangible assets separately from goodwill, and (3) requiring unallocated negative goodwill to be written off immediately as an extraordinary gain (instead of being deferred and amortized).

         SFAS 142 supercedes APB 17, Intangible Assets. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition (i.e., the post-acquisition accounting). The provisions of SFAS 142 will be effective for fiscal years beginning after December 15, 2002. The most significant changes made by SFAS 142 are: (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years.

         Implementation of SFAS Nos. 141 and 142 did not affect the consolidated financial position or results of operations.

         Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations”, requires recognition of the fair value of liabilities associated with the retirement of long-lived assets when a legal obligation to incur such costs arises as a result of the acquisition, construction, development and/or the normal operation of a long-lived asset. Upon recognition of the liability, a corresponding asset is recorded at present value and accreted over the life of the asset and depreciated over the remaining life of the long-lived asset. SFAS 143 defines a legal obligation as one that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. SFAS 143 is effective for fiscal years beginning after June 15, 2002.

         In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. We have adopted this statement effective April 1, 2002 and it did not affect our consolidated financial position or results of operations.

         In April 2002, the FASB issued SFAS No. 145, Rescission of No. 4, (Reporting Gains and Losses from Extinguishment of Debt), No. 44 (Accounting for Intangible Assets of Motor Carriers), No. 64, (Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements), Amendment of FASB Statement No. 13 (Accounting for Leases) and Technical Corrections. This statement eliminates the current requirement that gains and losses on debt extinguishement must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification. In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modification of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other nonsubstantive corrections to authoritative accounting literature. The changes related to debt extinguishment will be effective for fiscal years beginning after May 15, 2002, and the changes related to lease accounting will be effective for transactions occurring after May 15, 2002. Management recognizes the need to reclassify debt extinguishments previously reported as extraordinary.

18

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

         In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, (SFAS 146) “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company intends to adopt the Statement at that time.

7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

         Industry Segment Data — AMERCO has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate (AREC), Property and Casualty Insurance (RepWest) and Life Insurance (Oxford). SAC Holdings has one industry segment, Moving and Storage.

         Information concerning operations by industry segment follows:

Industry Segment		U-Haul			SACH
		Moving and			Moving and						Property/						Adjustments
		Storage			Storage			Real			Casualty			Life			and
		Operations			Operations			Estate			Insurance			Insurance			Eliminations			Consolidated
		(in thousands)
Six months ended September 30, 2002
Revenues:
	Outside	$	827,975			88,087			5,019			99,269			87,561			—			1,107,911
	Intersegment		—			24,231			29,709			2,306			905			(57,151	)		—
	Total revenues		827,975			112,318			34,728			101,575			88,466			(57,151	)		1,107,911
Depreciation/amortization			49,930			9,790			4,287			12,038			10,051			—			86,096
Interest expense			23,335			40,068			8,797			—			—			(17,313	)		54,887
Pretax Earnings (loss)			111,962			(205	)		18,803			(2,537	)		(1,992	)		170			126,201
Income tax Benefit (expense)			(40,334	)		(851	)		(6,581	)		960			699			999			(45,108	)
Net Earnings			71,628			(1,056	)		12,222			(1,577	)		(1,293	)		1,169			81,093
Earnings Available Common Shareholders		$	65,146			(1,056	)		12,222			(1,577	)		(1,293	)		1,169			74,611
Contribution to Earnings/Share		$	3.19			(0.05	)		0.59			(0.08	)		(0.06	)		—			3.59
Identifiable assets		$	1,518,008			996,720			604,531			786,862			913,342			(1,155,834	)		3,663,629

19

7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA - continued

         Information concerning operations by industry segment follows:

Industry Segment	U-Haul Moving and			SACH Moving and						Property/						Adjustments
	Storage			Storage			Real			Casualty			Life			and
	Operations			Operations			Estate			Insurance			Insurance			Eliminations			Consolidated
	(in thousands)
Six months ended September 30, 2001
Revenues:
Outside	$	829,252			45,852			4,829			141,985			89,943			—			1,111,861
Intersegment		—			19,486			34,855			2,145			779			(57,265	)		—
Total revenues		829,252			65,338			39,684			144,130			90,722			(57,265	)		1,111,861
Depreciation/amortization		51,923			4,134			5,429			12,261			9,411			—			83,158
Interest expense		21,132			27,281			19,724			—			—			(15,620	)		52,517
Pretax Earnings (loss)		73,996			(1,590	)		22,693			(18,912	)		3,859			10,854			90,900
Income tax Benefit (expenses)		(30,912	)		(40	)		(7,943	)		6,687			(1,232	)		(821	)		(34,261	)
Net Earnings		42,122			(668	)		14,750			(12,225	)		2,627			10,033			56,639
Earnings Available Common Shareholders		35,640			(668	)		14,750			(12,225	)		2,627			10,033			50,157
Contribution to Earnings/Share	$	2.16			(0.03	)		0.70			(0.58	)		0.12			—		$	2.37
Identifiable assets		1,489,276			519,746			685,777			814,516			873,028			(778,673	)		3,603,670

20

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Unaudited)

7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

Industry Segment
		U-Haul Moving and			SACH Moving and						Property/						Adjustments
		Storage			Storage			Real			Casualty			Life			and
		Operations			Operations			Estate			Insurance			Insurance			Eliminations			Consolidated
		(in thousands)
Quarter ended September 30, 2002
Revenues:
	Outside	$	426,788			44,262			2,226			46,256			43,022			—			562,554
	Intersegment		—			13,309			14,325			1,142			455			(29,231	)		—
	Total revenues		426,788			57,571			16,551			47,398			43,477			(29,231	)		562,554
Depreciation/amortization			25,384			5,146			2,131			6,485			4,281			—			43,427
Interest expense			10,335			20,421			3,495			—			—			(6,296	)		27,955
Pretax Earnings (loss)			55,321			143			9,433			250			(2,874	)		1,245			63,518
Income tax Benefit (expenses)			(19,904	)		(810	)		(3,302	)		(45	)		1,003			94			(22,964	)
Net Earnings			35,417			(667	)		6,131			205			(1,871	)		1,339			40,554
Earnings Available Common Shareholders			32,176			(667	)		6,131			205			(1,871	)		1,339			37,313
Contribution to Earnings/Share			1.61			(0.03	)		0.30			0.01			(0.09	)		—			1.79
Identifiable assets			1,518,008			996,720			604,531			786,862			913,342			(1,155,834	)		3,663,269
Quarter ended September 30, 2001
Revenues:
	Outside	$	429,946			22,498			2,961			46,256			44,474			—			572,379
	Intersegment		—			10,354			16,979			1,036			407			(28,776	)		—
	Total revenues		429,946			32,852			19,940			73,536			44,881			(28,776	)		572,379
Depreciation/amortization			22,058			2,152			2,735			6,975			4,617			—			38,537
Interest expense			10,219			15,081			9,517			—			—			(8,375	)		26,442
Pretax Earnings (loss)			51,727			(1,589	)		18,085			(13,329	)		(5,740	)		16,250			65,404
Income tax Benefit (expenses)			(21,797	)		(40	)		(6,331	)		4,708			(272	)		(540	)		(24,272	)
Net Earnings			29,930			(1,629	)		11,754			(8,621	)		(6,012	)		15,710			41,132
Earnings Available Common Shareholders			26,689			(1,629	)		11,754			(8,621	)		(6,012	)		15,710			37,891
Contribution to Earnings/Share		$	1.99			(0.08	)		0.56			(0.41	)		(0.68	)		—			1.78
Identifiable assets		$	1,489,276			519,746			685,777			814,516			873,028			(778,673	)		3,603,670

21

AMERCO AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED

SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Unaudited)

7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

Geographic Area Data -	United								United
(All amounts are in U.S. $'s)	States			Canada		Consolidated			States			Canada		Consolidated
	Six months ended								Quarter ended
						(in thousands)
September 30, 2002
Total revenues	$	1,078,943		$	28,968	$	1,107,911		$	547,544		$	15,010	$	562,554
Depreciation/amortization		83,426			2,670		86,096			42,087			1,340		43,427
Interest expense		52,542			2,345		54,887			26,744			1,211		27,955
Pretax earnings		119,665			6,536		126,201			59,961			3,557		63,518
Income tax		(45,108	)		—		(45,108	)		(22,964	)		—		(22,964	)
Identifiable assets		3,614,557			49,072		3,663,629			3,614,557			49,072		3,663,629
September 30, 2001
Total revenues	$	1,087,234			27,699		1,114,933			531,500			14,635		546,135
Depreciation/amortization		81,024			2,134		83,158			37,613			924		38,537
Interest expense		50,445			2,094		52,539			25,317			1,125		26,442
Pretax earnings		97,228			6,985		104,213			61,456			3,948		65,404
Income tax		(37,757	)		—		(37,757	)		(24,272	)		—		(24,272	)
Identifiable assets		3,565,292			38,378		3,603,670			3,565,292			38,378		3,603,670

         During September, 2001 the Company consummated a legal transfer of cash in the amount of $7.5 million and real estate properties in the amount of $65.5 million from Moving and Storage Operations and Real Estate to Oxford and RepWest. The transferred assets were recorded by RepWest and Oxford at their original book value; however, because the operating results and financial position of the Company’s insurance operations are reflected on a one quarter lag, the asset and related depreciation expense have not been reflected within the identifiable assets line of the Property/Casualty or Life Insurance segments above. Since the Moving and Storage and Real Estate operations are not reported on a one quarter lag, the assets have been removed from the Real Estate industry segment identifiable assets and are reflected as an adjustment and elimination within the above table for the inclusion within the consolidated company.

8. SUBSEQUENT EVENTS

         On October 15, 2002 the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed, Asset Trust. On that date, the Company also failed to pay $26.5 million in the aggregate to Citibank and Bank of America in connection with the Series 1997-C bonds. This expense will be recognized in the third fiscal quarter.

         As a result of the foregoing, the Company is in default with respect to its other credit arrangements which contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Credit Agreement”). In addition to the cross-default under the Credit Agreement, the Company is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in the aggregate amount of at least $150.0 million prior to October 15, 2002. The total amount of obligations currently in default (either directly or as a result of a cross-default) is approximately $1,175.4 million.

         On November 11, 2002, AMERCO announced that it will not be making the dividend payment to the holders of its Series A 8 1/2% preferred stock due December 1, 2002.

22

9. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the quarter and six months ended September 30, 2002, the Company purchased $396,000 and $1.22 million, respectively of printing from Form Builders, Inc. Mark V. Shoen, his daughter and Edward J. Shoen’s sons are major stockholders of Form Builders, Inc.

10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION

AMERCO AND CONSOLIDATED SUBSIDIARIES

Additional Information

Consolidating Balance Sheet

September 30, 2002

						AMERCO											ADJUST&
			U-Haul			Real Estate			AMERCO			Oxford			RepWest		ELIMIN			CONSOLIDATED
ASSETS
Cash			$	19,477			510			10,422			47,322			5,789		—			83,520
Receivables — Trade				33,171			4,336			16			33,162			233,827		—			304,512
Receivables — Notes & Mortgages				1,302			3,949			—			—			—		—			5,251
Inventories				65,491			4			—			—			—		—			65,495
Prepaid Expenses				42,282			11			93			—			—		—			42,386
Investments, fixed maturities				—			—			—			581,199			313,096		—			894,295
Investments, other				259,675			94,658			10,000			169,775			88,243		(49,500	)		572,851
DAC*				—			—			—			91,585			13,318		—			104,903
Investment in Subsidiary				—			—			1,173,140								(1,173,140	)		—
Other Assets (incl Trust Funds)				(30,274	)		5,026			39,823			1,606			5,181		—			10,174
Deferred tax asset				—			—			—			—			11,457		(11,457	)		—
Due from affiliates				—			—			740,541			(11,307	)		115,951		(845,185	)		—
Property, Plant, & Equipment
	Land			18,390			139,794			—			—			—		—			158,184
	Buildings & improvements			127,446			588,900			—			—			—		—			716,346
	Furniture & Equipment			271,287			18,022			396			—			—		—			289,705
	Rental Trailers & GRI			176,299			—			—			—			—		—			176,299
	Rental Trucks			1,119,666			—			—			—			—		—			1,119,666
				1,713,088			746,716			396			—			—		—			2,460,200
	Less accumulated depreciation			(957,979	)		(250,679	)		(308	)		—			—		—			(1,208,966	)
		Total PPE		755,109			496,037			88			—			—		—			1,251,234
TOTAL ASSETS			$	1,146,233			604,531			1,974,123			913,342			786,862		(488,122	)		3,334,621

* Deferred Policy Acquisition Cost

23

10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION continued

AMERCO AND CONSOLIDATED SUBSIDIARIES

Additional Information

Consolidating Balance Sheet

September 30, 2002

					AMERCO										ADJUST&
		U-Haul			Real Estate		AMERCO			Oxford			RepWest		ELIMIN			CONSOLIDATED
LIABILITIES
Accounts payable & accrued liabilities		$	138,163			2,732		197,684			(1,142	)		—		(153,568	)		79,344
Notes & Loans			14,790			193		933,026			—			—		(39,500	)		908,509
Policy liabilities & accruals			—			—		—			178,415			524,889		—			703,304
Liabilities from premium deposits			—			—		—			610,248			—		—			610,248
Cash overdraft			26,861			—		—			—			—		—			26,861
	and Other liabilities		—			—		—			9,691			52,081		—			61,772
Due to affiliates			61,791			299,188		—			—			—		(360,979	)		—
Deferred credits			23,639			996		(9	)		—			—		—			24,626
Deferred income taxes			243,916			90,630		207,869			3,052			—		(362,834	)		182,633
			509,160			393,739		1,234,045			800,264			576,970		(916,881	)		2,597,297
STOCKHOLDERS EQUITY
Common stock			540			1		10,563			2,500			3,300		(6,341	)		10,563
Additional paid in capital			130,465			147,481		401,130			15,168			67,175		(360,289	)		401,130
AOCI — Foreign currency translation			(43,185	)		—		(43,185	)		—			—		—			(43,185	)
AOCI — Net unreal gain (loss)						—		(2,739	)		(9,483	)		6,744		2,739			(2,739	)
AOCI — Cash Flow Hedge			—			—		(2,494	)		—			—		—			(2,494	)
Retained earnings			563,131			63,310		806,085			104,893			132,673		(852,883	)		806,085
			650,951			210,792		1,158,236			113,078			209,892		(1,173,589	)		1,169,360
Less:
	Treasury shares		—			—		(418,178	)		—			—		—			(418,178	)
	Loan-leveraged ESOP		(13,878	)		—		20			—			—		—			(13,858	)
	TOTAL SHAREHOLDER EQUITY		637,073			210,792		740,078			113,078			209,892		(322,970	)		737,324
TOTAL LIABILITIES & SHAREHOLDER EQUITY		$	1,146,233			604,531		1,974,123			913,342			786,862		(2,090,470	)		3,334,621

24

10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION, continued

AMERCO AND CONSOLIDATED SUBSIDIARIES

Additional Information

Consolidating Statement of Earnings

September 30, 2002

						AMERCO												ADJUST&
			U-Haul			Real Estate			AMERCO			Oxford			RepWest			ELIMIN			CONSOLIDATED
INCOME STATEMENT
Rental & other revenue			$	711,494			29,709			—			—			—			(30,345	)		710,858
Net sales				102,673			35			—						—			—			102,708
Equity in earnings of sub				—			—			134,849			—			—			(134,849	)		—
Premiums				—			—			0			80,693			86,319			(3,996	)		163,016
Net investment & interest income				15,963			4,984			10,214			7,773			15,257			(11,644	)		42,547
	Total Revenues			830,130			34,728			145,063			88,466			101,576			(180,835	)		1,019,128
Costs & expenses:
	Operating expense			503,428			(1,884	)		5,134			19,849			12,647			(36,786	)		502,388
	Cost of sales			53,065			16			—			—			—			—			53,081
	Benefits & Losses			—			—			—			60,488			79,945			—			140,433
	Amortization of DAC*			—			—			—			10,121			11,521			—			21,642
	Lease expense			80,037			4,732			463			—			—			—			85,232
	Depreciation Net			50,843			4,263			8			—			—			—			55,114
	Total Costs & Expenses			687,373			7,127			5,606			90,458			104,113			(36,786	)		857,890
Earnings from operations				142,757			27,601			139,458			(1,992	)		(2,537	)		(144,049	)		161,238
	Interest Expense			6,125			8,797			26,406			—			—			(9,199	)		32,132
Pretax earnings from continuing operations				136,632			18,804			113,049			(1,992	)		(2,537	)		(134,850	)		129,106
	Income tax benefit (expense)			(47,964	)		(6,581	)		(30,960	)		699			960			38,590			(45,256	)
Earnings from continuing operations				88,668			12,223			82,089			(1,293	)		(1,577	)		(96,260	)		83,850
		Net earnings		88,668			12,223			83,089			(1,293	)		(1,577	)		(96,260	)		83,850
Beginning Retained Earnings				474,463			51,087			719,354			106,186			134,250			(756,623	)		728,717
Dividends				—			—			(6,482	)		—			—			—			(6,482	)
Ending Retained Earnings			$	563,131			63,310			794,961			104,893			132,673			(852,883	)		806,085

* Deferred Policy Acquisition Cost

25

10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION continued

AMERCO AND CONSOLIDATED SUBSIDIARIES

Additional Information

Consolidating Statement of Cash Flows

September 30, 2002

									Amerco									ADJUST &
			AMERCO			U-Haul			Real Estate			Oxford			RepWest			ELIM			Consolidated
OPERATING ACTIVITIES
Net income (loss)			$	82,089			88,668			12,223			(1,293	)		(1,577	)		(96,260	)		83,850
Depreciation & Amortization				(66	)		46,002			4,345			10,051			12,038			—			72,370
Provision for bad debt				—			1,105			—			—			—			—			1,105
Earnings in subsidiaries				(134,849	)					—			—			—			134,849			0
(Gain) loss on sale of PPE				—			3,674			(24	)		—			—			—			3,650
(Gain) loss-sale of investments				—			—			—			4,336			(479	)		—			3,857
		Total Changes-policy liabilities & accruals		—			—			—			635			(35,995	)		—			(35,360	)
Additions to DAC				—			—			—			(15,774	)		(8,493	)		—			(24,267	)
Net change in operating assets & liabilities				174,162			(78,843	)		(8,378	)		(26,689	)		(15,391	)		(38,589	)		6,272
Net cash provided (used) by operations				121,336			60,605			8,166			(28,734	)		(49,897	)					111,477
INVESTING ACTIVITIES
	Purchases of PPE			—			(111,445	)		(11,473	)		—			—			—			(122,918	)
	Purchases of Fixed Maturities			—			—			—			(134,993	)		—			—			(134,993	)
	Purchases of Other Asset Investment			—			—			—			(17,407	)					17,500			93
	Purchases of Real Estate			—			—			—			(21,759	)		(7,632	)					(29,391	)
	Purchases of Mortgage Loans			—			—			—			(22,000	)					22,000			0
	Proceeds sale of PPE			—			42,685			3,345			—			—			—			46,030
	Proceeds sale of Fixed Maturities			—			—			—			157,182			45,073			—			202,255
	Proceeds sale of Real Estate			—			—			—						399			—			399
	Proceeds sale of Preferred stock			—			—			—			2,578			—			—			2,578
	Proceeds sale of Mortgage Loans			—			—			—			9,889			561			—			10,450
Changes in Other Investments				—			5,309			587			12,412			11,373			—			29,681
Net cash provided (used) by investing activities			$	0			(63,451	)		(7,541	)		(14,098	)		49,774			39,500			4,184

26

								Amerco
		AMERCO			U-Haul			Real Estate			Oxford			RepWest			ELIM			Consolidated
FINANCING ACTIVITIES
Net changes in ST borrowings		$	5,000			—			—						—			—			(12,500	)
Principal payments on notes			(150,000	)		(3	)		(11	)					—			—			(150,014	)
Proceeds from notes			44,009			—			0									(39,500	)		22,009
Loan to leveraged ESOP			—			—			—						—			—			—
Paydown on ESOP			—			293			—						—			—			293
Dividends paid			(6,482	)		0			—						—			—			(6,482	)
Net Change — Cash Overdraft						(7,768	)		—						—			—			(7,768	)
Treasury Stock Purchase			(1,407	)					—						—			—			(1,407	)
Investment contract deposits			—			—			—			89,083			—			—			89,083
Investment contract withdrawals			—			—			—			(51,262	)		—			—			(51,262	)
Net cash provided (used)			—			—			—						—			—
	by financing activities		(110,985	)		(7,501	)		(691	)		37,821						(39,500	)		(120,856	)
Net cash provided (used)			10,351			(10,347	)		(66	)		(5,011	)		(123	)					(5,196	)
Cash at beginning of period			71			29,823			576			52,333			5,912						88,715
Cash at end of period		$	10,422			19,476			510			47,322			5,789			—			83,520

27

AMERCO AND CONSOLIDATED SUBSIDIARIES
Additional Information
Consolidating Balance Sheet
March 31, 2002

					AMERCO
			U-Haul		Real Estate		AMERCO		Oxford			RepWest		ELIM			CONS F/S		SACH		ELIM			CONSOLIDATED
ASSETS
Cash				29,823		576		71		61,280			5,912		—			97,662		10		—			97,672
Receivables — Trade				17,970		5,020		7		26,689			230,228		—			279,914		—		—			279,914
Receivables — Notes & Mortgages				28,688		686		—		—			—		—			29,374		—		(13,469	)		15,905
Inventories				72,323		4		—		—			—		—			72,327		4,192		—			76,519
Prepaid Expenses				44,461		11		112		—			—		—			44,584		—		(13,513	)		31,071
Investments, fixed maturies				—		—		—		632,306			362,569		—			994,875		—		—			994,875
Investments, other				264,984		95,245		10,000		122,260			95,918		(24,855	)		563,552		30,090		(393,206	)		200,436
Deferred pol acq costs				—		—		—		85,099			16,209		—			101,308		—		—			101,308
Investment in Subsidiary				—		—		1,121,630		—			—		(1,121,630	)		—		—		—			—
Other Assets (incd Trust Funds)				3,306		3,715		4,873		1,737			6,997		14,530			35,158		25,695		—			60,853
Deferred tax asset				—		—		—		—			12,048		(12,048	)		—		—		—			—
Due from affiliates				—		—		890,880		(10,660	)		89,939		(970,159	)		—		—		—			—
Property, Plant, & Equipment
	Land			18,358		142,540		—		—			—		—			160,898		264,409		—			425,307
	Buildings & improvements			124,059		579,782		—		—			—		—			703,841		713,107		(255,030	)		1,161,918
	Furniture & Equipment			270,071		18,241		395		—			—		—			288,707		1,763		—			290,470
	Rental Trailers & GRI			176,785		—		—		—			—		—			176,785		—		—			176,785
	Rental Trucks			1,071,604		—		—		—			—		—			1,071,604		—		—			1,071,604
				1,660,877		740,563		395		—			—		—			2,401,835		979,279		(255,030	)		3,126,084
	Less accum depr			923,685		248,525		299		—			—		—			1,172,509		37,541		(1,132	)		(1,211,182	)
		Total PPE		737,192		492,038		96		—			—		—			1,229,326		941,738		(256,162	)		1,914,902
Non-current deferred taxes				—		—		—		—			—		—			—		—		—			—
TOTAL ASSETS				1,198,747		597,295		2,027,669		918,711			819,820		(2,114,162	)		3,448,080		1,001,725		(676,350	)		3,773,455

28

AMERCO AND CONSOLIDATED SUBSIDIARIES
Additional Information
Consolidating Balance Sheet
March 31, 2002

					AMERCO
		U-Haul			Real Estate		AMERCO			Oxford		RepWest		ELIM			CONS F/S			SACH			ELIM			CONSOLIDATED
LIABILITIES
Accounts payable & accrued liabilities			92,858			7,848		124,951			7,873		—		(128,891	)		104,639			54,953			(13,467	)		146,125
Notes & Loans			14,793			204		1,034,018			—		—		—			1,049,015			957,378			(399,618	)		1,606,775
Fair Market Value – SWAP			—			—		—			—		—		—			—
Policy liabilities & accruals			—			—		—			177,751		551,592		—			729,343									729,343
Liabilities from premium deposits			—			—		—			572,793		—		—			572,793									572,793
Cash Overdraft			34,629			—		—			—		—		—			34,629									34,629
Other policyholders funds			—			—		—			19,845		54,203		—			74,048									74,048
	and Other liabilities		—			—		—			—		—		—			—
Due to affiliates			217,925			299,232		0			—		—		(517,157	)		—
Deferred credits			21,067			996		386			—		—		—			22,449						(15,089	)		7,360
Deferred income taxes			241,757			90,580		181,914			11,642		—		(333,951	)		191,942						(88,667	)		103,275
Minority Interest																					8,913			(8,913	)		0
STOCKHOLDERS EQUITY			—			—		—			—		—		—			—
Common stock			540			1		10,563			2,500		3,330		(6,341	)		10,563									10,563
Additional paid in capital			130,465			147,347		405,794			15,174		71,508		(364,494	)		405,794			28,281			(166,363	)		267,712
AOCI — Foreign currency translation			(39,804	)		—		(39,804	)		—		—		39,804			(39,804	)								(39,804	)
AOCI — Net unreal gains (loss) invest-						—		9,914			4,947		4,967		(9,914	)		9,914			(2,385	)		2,385			9,914
AOCI — Cash Flow Hedge			—			—		(2,494	)		—		—		—			(2,494	)								(2,494	)
Retained earnings			498,689			51,087		719,178			106,186		134,250		(793,218	)		716,172			(45,415	)		45,858			716,615
Less:
	Treasury shares		—			—		(416,771	)		—		—		—			(416,771	)					(32,476	)		(449,247	)
	Loan-leveraged ESOP		(14,172	)		—		20			—		—		—			(14,152	)								(14,152	)
	TOTAL S/H EQUITY		575,718			198,435		686,400			128,807		214,025		(1,134,163	)		669,222			(19,519	)		(150,596	)		499,107
TOTAL LIAB & S/H EQUITY			1,198,747			597,295		2,027,669			918,711		819,820		(2,114,162	)		3,448,080			1,001,725			(676,350	)		3,773,455

29

AMERCO AND CONSOLIDATED SUBSIDIARIES
Additional Information
Consolidating Statement of Earnings
March 31, 2002

						AMERCO
			U-Haul			Real Estate			AMERCO			Oxford			RepWest			ELIM			CONS F/S			SACH			ELIM			CONSOLIDATED
INCOME STATEMENT
Rental & other revenue				1,243,351			78,649			—			—			—			(74,935	)		1,247,065			111,116			(14,159	)		1,344,022
Net sales				198,312			55			—												198,367			24,448						222,815
Equity in earnings of sub				—			—			63,694			—			—			(63,694	)		0									0
Premiums				—			—			—			160,052			274,042			(501	)		433,593									433,593
Net investment & interest income				24,186			8,745			61,420			26,980			27,614			(75,403	)		73,542						(5,963	)		67,579
	Total Revenues			1,465,849			87,449			125,114			187,032			301,656			(214,533	)		1,952,567			135,564			(20,122	)		2,068,009
Costs & expenses:
	Operating expense			1,001,810			5,962			7,139			36,992			78,633			(75,436	)		1,055,100			62,225			(7,881	)		1,109,444
	Cost of Sales			111,515			24			—			—			—			—			111,539			11,321						122,860
	Benefits			—			—			—			120,407			269,115			—			389,522									389,522
	Amort of Def Pol Acq Cost			—			—			—			18,583			22,091			—			40,674									40,674
	Lease expense			170,839			11,221			919			—			—			—			182,979						(7,478	)		175,501
	Depreciation/G(L) on sale			97,325			(2,039	)		(500	)		—			—			—			94,786			14,219			(322	)		108,683
	Total Costs & Expenses			1,381,489			15,168			7,558			175,982			369,839			(75,436	)		1,874,600			87,765			(15,681	)		1,946,684
Earnings from operations				84,360			72,281			117,556			11,050			(68,183	)		(139,097	)		77,967			47,799			(4,441	)		121,325
	Interest Expense			11,675			34,299			90,644			—			—			(60,548	)		76,070			61,094			(20,818	)		116,346
Pretax earnings from cont oper				72,685			37,982			26,912			11,050			(68,183	)		(78,549	)		1,897			(13,295	)		16,377			4,979
	Income tax benefit (expense)			(25,728	)		(13,294	)		(25,717	)		(3,847	)		23,802			44,086			(698	)		(1,560	)		0			(2,258	)
Earnings from cont operations				46,957			24,688			1,195			7,203			(44,381	)		(34,463	)		1,199			(14,855	)		16,377			2,721
		Net earnings		46,957			24,688			1,195			7,203			(44,381	)		(34,463	)		1,199			(14,855	)		16,377			2,721

30

AMERCO AND CONSOLIDATED SUBSIDIARIES
Additional Information
Consolidating Financial Statements
March 31, 2002

											Amerco															SAC			Total						Adjust
		AMERCO			U-Haul			Real Estate			Total			Oxford			RepWest			ELIM			CONS			Losses			CONS			SAC			ELIM			CONS
OPERATING ACTIVITIES
Net income (loss)			10,558			52,453			24,688			87,699			7,203			(44,381	)		(39,963	)		10,558			(9,359	)		1,199			(14,855	)		16,377			2,721
Depreciation & Amortization			1,015			102,872			10,822			114,709			18,758			23,616						157,083						157,083			10,822						169,440
Provision for bad debt			—			4,729			—			4,729			—			—						4,729						4,729									4,727
Dist Of Treas Stk to ESOP						—						—			—			—						—						—
Earnings in subs			(63,694	)		—						(63,694	)								63,694			—						—									0
(Gain) loss on sale of PPE			(559	)		(5,896	)		(12,378	)		(18,833	)											(18,833	)					(18,833	)								(18,321	)
(Gain) loss-sale of investments															(1,302	)		4,143						2,841						2,841									2,841
Cumulative Effect Acctg Chg			—			—			—			—												—						—
Changes in policy liab & accrls																								—						—
	Total Chngs-policy liab & accrls														(5,153	)		12,735						7,582						7,582									7,582
Additions to DAC															(22,612	)		(16,640	)					(39,252	)					(39,252	)								(39,025	)
Net change in oper assets & liab			142,547			3,747			(251,008	)		(104,714	)		(34	)		(34,355	)		154,884			15,781						15,781			(98,803	)		12,743			(83,961	)
Net cash provided (used) by operations			89,867			157,905			(227,876	)		19,896			(3,140	)		(54,882	)		178,615			140,489			(9,359	)		131,130			(102,836	)		29,120			46,004
INVESTING ACTIVITIES																																							0
Purchases of investments
	Purchases of Common stock														(418	)								(418	)					(418	)
	Purchases of PPE		(7	)		(208,161	)		(43,018	)		(251,186	)											(251,186	)					(251,186	)		(259,610	)		303,534			(177,537	)
	Purchases of Fixed Maturities														(248,671	)		(8,888	)					(257,559	)					(257,559	)								(258,492	)
	Purchases of Preferred Stock														(2,072	)		—						(2,072	)					(2,072	)								(2,072	)
	Purchases of Other Asset Investment											—			(2,259	)		—						(2,259	)					(2,259	)								(2,259	)
	Purchases of Real Estate														(35	)		—						(35	)					(35	)								(36	)
	Purchases of Mortgage Loans		—			—			(561	)		(561	)		(790	)		—						(1,351	)					(1,351	)								(1,376	)
	Acquisition of Subsidiary																	—						—						—
	Proceeds – sale of investments														—			—						—						—
	Proceeds sale of PPE		94,265			146,882			268,523			509,670			—			—			(161,771	)		347,899						347,899			45,227			(303,534	)		89,371
	Proceeds – sale of Common Stock																							—						—
	Proceeds sale of Fixed Maturities														168,984			64,732						233,716						233,716									222,952
	Proceeds sale of Real Estate		—			—			—			—			1,038			297						1,335						1,335									1,334
	Proceeds sale of Preferred stock											—			4,400			—						4,400						4,400									4,400
	Proceeds sale of Mortgage Loans					268			510			778			17,910			2			—			18,690						18,690									17,104
Changes in Other Investments			—			(136,683	)		2,041			(134,642	)		(8,575	)		1,588						(141,629	)		9,359			(132,270	)					103,664			(4,014	)
Net cash provided (used) by investing activities			94,258			(197,694	)		227,495			124,059			(70,488	)		57,731			(161,771	)		(50,469	)		9,359			(41,110	)		(214,383	)		103,664			(110,625	)

31

Amerco and Consolidated Subsidiaries
Consolidating Financial Statements
For period ending March 31, 2002

										Amerco														SAC		Total						ADJUST.
	AMERCO			U-Haul			Real Estate			Total			Oxford			RepWest		ELIM			CONS			Losses		CONS			SAC			ELIM			CONS
FINANCING ACTIVITIES
Net changes in ST borrowings		(23,295	)		(5,564	)					(28,859	)										(28,859	)		—		(28,859	)								(2,500	)
Principal payments on notes		(102,513	)		—			(31	)		(102,544	)		—			—		—			(102,544	)		—		(102,544	)		317,219			92,622			288,102
Proceeds from notes		—			—			—			—			—			—		—			—			—		—									(10,182	)
Debt Issuance Costs		(390	)		—			—			(390	)		—			—		—			(390	)		—		(390	)
Loan to leveraged ESOP		—			—			—			—			—			—		—			—			—		—
Principle payment on notes																																	(225,406	)		(225,406	)
Paydown on ESOP		—			1,021			—			1,021			—			—		—			1,021			—		1,021									1,021
Dividends paid		(12,963	)		—			—			(12,963	)		—			—		—			(12,963	)		—		(12,963	)								(12,961	)
Net Change – Cash Overdraft		—			8,145			—			8,145			—			—		—			8,145			—		8,145									8,145
Treasury Stock Purchase		(10,154	)		—			—			(10,154	)		—			—		—			—			—		(10,154	)								(37,322	)
Dividends from subs		—			—			—			—			7,501			—		(7,501	)		—			—		—
Investment contract deposits		—			—			—			—			150,432			—		—			150,432			—		150,432									150,432
Investment contract withdrawals		—			—			—			—			(99,845	)		—		—			(99,845	)		—		(99,845	)		(99,845	)					(99,845	)
Net cash provided (used) by financing activities		(149,315	)		3,602			(31	)		(145,744	)		58,088			—		(7,501	)		(95,157	)		—		(95,157	)		217,374			(232,629	)		(140,206	)
Net cash provided (used)		34,810			(36,187	)		(412	)		(1,789	)		(15,540	)		2,849		9,343			(5,137	)		—		(5,137	)		(99,845	)		(99,845	)		(204,827	)
Cash at beg of period		114			21,814			988			22,916			26,799			3,063		—			52,778			—		52,778			10			—			52,788
Cash at end of period		24,301			(14,373	)		576			21,127			11,259			5,912		9,343			47,641			—		47,641			97,672			97,672			97,672

32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of revenues, income or loss, estimates of capital expenditures, our plans and intentions regarding the recapitalization of our balance sheet and the payment of dividends arrearages, plans for future operations, products or services, financing needs and plans, our perceptions of our legal positions and anticipated outcomes of pending litigation against us, and liquidity 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. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from our expectations are: fluctuations in our costs to maintain and update our fleet and facilities; our inability to refinance our debt; our ability to successfully recapitalize our balance sheet and cure existing defaults of our debt agreements, our ability to continue as a going concern, changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against the company; changes in accounting standards; and other factors described in this Quarterly Report on Form 10-Q or the other documents we file with the Securities and Exchange Commission. The above factors, the following disclosures, as well as other statements in this report and in the Notes to Consolidated Financial Statements, could contribute to or cause such differences, or could cause AMERCO’s stock and note prices to fluctuate dramatically.

GENERAL

         Information on industry segments is incorporated by reference from — Notes 1, 3 and 8 of “Notes to Condensed Consolidated Financial Statements”. The notes discuss the principles of consolidation, summarized consolidated financial information and industry segment and geographical area data, respectively. In consolidation, all intersegment premiums are eliminated and the benefits, losses and expenses are retained by the insurance companies.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management’s discussion and analysis of financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, estimates are reevaluated, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include allowances for doubtful accounts, revenue earning vehicles and buildings, self-insured liabilities, income taxes and commitments and contingencies. Our estimates are based on historical experience, observance of trends in particular areas, information and/or valuations available from outside sources and on various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions.

         Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. We considered the following to be critical accounting policies:

         Principles of consolidation — The consolidated financial statements include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and the wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO does not have an equity ownership interest in SAC Holdings or any of SAC Holdings’ subsidiaries, except for investments made by Repwest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holding and there are no default provisions in AMERCO indebtedness that cross-default to SAC Holding’s obligations.

33

         Revenue earning vehicles and buildings — Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal (i.e. no gains or losses). In determining the depreciation rate, we review historical disposal experience and holding periods, and trends in the market. Due to longer holding periods on trucks and the resulting increased possibility of changes in the economic environment and market conditions, these estimates are subject to a greater degree of risk.

         Long-lived assets and intangible assets — We review carrying value whenever events or circumstances indicate the carrying values may not be recoverable through projected undiscounted future cash flows. The events could include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of using the assets, overall business strategy, significant negative industry or economic trends and non-compliance with significant debt agreements.

         Investments — In determining if and when a decline in market value below amortized cost is other than temporary, we review quoted market prices, dealer quotes or a discounted cash flow analysis. Permanent declines in value are recognized in the current period operating results to the extent of the decline.

         Insurance Revenue and Expense Recognition — Premiums are recognized as revenue as earned over the terms of the respective policies. Benefits and expenses are matched with recognized premiums to result in recognition over the life of the contracts. This match is accomplished by recording a provision for future policy benefits and unpaid claims and claim adjustment expenses and by amortizing deferred policy acquisition costs. Charges related to services to be performed are deferred until earned. The amounts received in excess of premiums and fees are included in other policyholder funds in the consolidated balance sheets.

         Unearned premiums represent the portion of premiums written which relates to the unexpired term of policies. Liabilities for health and disability 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 current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.

         Acquisition costs related to insurance contracts have been deferred to accomplish matching against future premium revenue. The costs are charged to current earnings to the extent it is determined that future premiums are not adequate to cover amounts deferred.

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2002 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 2001

U-HAUL Moving and Storage Operations

         Revenues consist of rental revenues and net sales. Total rental revenue are $711.5 million and $699.8 million for the six months ended September 30, 2002 and 2001, respectively.

         Net sales revenues were $102.6 million and $118.2 million for the six months ended September 30, 2002 and 2001, respectively. The decrease reflects the sale of stores to SAC Holdings.

         Cost of sales are $53.1 million and $65.1 million for the six months ended September 30, 2002 and 2001, respectively. The decrease is due to the sale of stores to SAC Holdings.

         Operating expenses before intercompany eliminations were $503.4 million and $518.1 million for the six months ended September 30, 2002 and 2001, respectively. Operating expenses declined due to the sale of stores to SAC Holdings.

         Lease expense was $80.0 million and $83.2 million for the six months ended September 30, 2002 and 2001, respectively. This decrease reflects a decline in the number of leased rental trucks.

         Net depreciation expense was $50.8 million and $47.3 million for the six months ended September 30, 2002 and 2001, respectively.

         Operating profit before intercompany eliminations was $136.6 million and $112.2 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to improved operations.

34

SAC Moving and Storage Operations

         Revenues consist of rental revenues and net sales. Total rental revenue is $112.3 million and $65.3 million for the six months ended September 30, 2002 and 2001, respectively. Storage revenues increased $19.16 million due to increased facility capacity through the acquisition of new locations from U-Haul and increased storage rates. Sales increased $15 million due to the addition of stores.

         Net sales revenues were $27.9 million and $12.3 million for the six months ended September 30, 2002 and 2001, respectively. This reflects the acquisition of additional stores.

         Cost of sales are $12.4 million and $5.9 million for the six months ended Septemeber 30, 2002 and 2001, respectively.

         Operating expenses before intercompany eliminations were $62.7 million and $34.6 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to more stores in operation.

         Net depreciation expense was $9.8 million and $4.1 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to the addition of stores.

         Operating profits were $39.9 million and $25.7 million for the six months ended September 30, 2002 and 2001, respectively.

AMERCO’s Real Estate Operations

         Rental revenue before intercompany eliminations was $29.7 million and $34.9 million for the six months ended September 30, 2002 and 2001, respectively. Intercompany revenue was $28.3 and $33.6 million for the six months ended September 30, 2002 and 2001, respectively.

         Net investment and interest income was $5.0 million and $4.8 million for the six months ended September 30, 2002 and 2001, respectively.

         Lease expense was $4.7 million and $6.5 for the six months ended September 30, 2002 and 2001, respectively.

         Net depreciation expense was $4.3 million and $(6.0) million for the six month ended September 30, 2002 and 2001, respectively.

         Gains on asset sales during fiscal year 2001 resulted in the negative depreciation expense.

         Operating profit before intercompany eliminations was $27.6 million and $42.4 million for the six months ended September 30, 2002 and 2001, respectively.

Property and Casualty

         RepWest’s premiums were $86.3 million and $128.3 million for the six months ended June 30, 2002 and 2001, respectively. General agency premiums were $34.2 million and $62.8 million for the six months ended June 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 was the result of the elimination of RepWest’s direct Non-Standard Auto and Homeowners business, as well as additional quota share reinsurance on transportation business. Assumed treaty reinsurance premium was $20.4 million and $31.7 million for the six months ended June 30,2002 and 2001, respectively. Rental industry premiums were $18.7 million and $17.8 million for the six months ended June 30, 2002 and 2001, respectively.

         Net investment income was $15.3 million and $15.9 million for the six months ended June 30, 2002 and 2001, respectively. The decrease is attributable to lower annual average invested assets.

         Benefits and losses incurred were $79.9 million and $122.6 million for the six months ended June 30, 2002 and 2001, respectively. This decrease is attributable to lowered premium writings resulting in less exposure primarily in the non-standard auto and home lines.

         The amortization of deferred acquisition costs (DAC) was $11.5 million and $11.6 million for the six months ended June 30, 2002 and 2001, respectively.

         Operating expenses were $12.6 million and $28.8 million for the six months ended June 30, 2002 and 2001, respectively. The decrease is a result of decreased commissions on decreased premium writings as well as decreased general and administrative expenses.

         Operating loss before intercompany eliminations was $2.5 million and $18.9 million for the six

35

months ended June 30, 2002 and 2001, respectively. The decrease is the result of decreased expenses and the cancellation of multiple unprofitable lines of business.

Life Insurance

         Net premiums were $80.7 million and $77.5 million for the six months ended June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement premiums by $5.1 million through direct writings and rate management activity. Whole life sales increased $0.6 million from the same period in 2001. Credit insurance premiums decreased $1.7 million for the six months from the previous year. Other business segments had premium decreases totaling $0.8 million. Oxford experienced a ratings decline that will result in a reduction in annuity sales going forward.

         Net investment income before intercompany eliminations decreased $5.4 million to $7.8 million due to realized losses on fixed maturities and write downs of fixed maturities whose decline in value is deemed to be other than a temporary decline in value.

         Benefits incurred were $60.5 million and $58.1 million for the six months ended June 30, 2002 and 2001, respectively. Medicare supplement incurred benefits increased $3.1 million from a larger population. Credit life and disability benefits increased $0.3 million due to increased frequency. Other health segments had benefits decreases totaling $1.0 million.

         Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $10.1 million and $9.3 million for the six months ended June 30, 2002 and 2001, respectively. The increase is from the Medicare supplement and annuity segments.

         Operating expenses were $19.8 million and $19.4 million for the six months ended June 30, 2002 and 2001, respectively. General and administrative expenses net of fees collected increased $0.4 million.

         Operating profit/(loss) before intercompany eliminations was $(2.0) million and $3.9 million for the six months ended June 30, 2002 and 2001, respectively.

QUARTER ENDED SEPTEMBER 30, 2002 VERSUS QUARTER ENDED SEPTEMBER 30, 2001

U-HAUL Moving and Storage Operations

         Revenues consist of rental revenues and net sales. Total rental revenue was $370.5 million and $365.8 million for the quarters ended September 30, 2002 and 2001, respectively. Storage revenues decreased $3.3 million due to sale of stores to SAC Holdings. Improved pricing contributed to the increase.

         Net sales revenues were $49.1 million and $55.8 million for the quarters ended September 30, 2002 and 2001, respectively. The decline in sales is the result of fewer stores operating during fiscal year 2002.

         Cost of sales was $25.9 million and $31.3 million for the quarters ended September 30, 2002 and 2001, respectively. The decrease is the result of a reduction in the number of stores in operation.

         Operating expenses before intercompany eliminations were $262.7 million and $266.6 million for the quarters ended September 30, 2002 and 2001, respectively.

         Lease expense was $41.4 million and $40.7 million for the quarters ended September 30, 2002 and 2001, respectively.

         Net depreciation expense was $25.5 million and $20.3 million for the quarters ended September 30, 2002 and 2001, respectively.

         Operating profit before intercompany eliminations was $69.1 million and $67.9 million for the quarters ended September 30, 2002 and 2001, respectively.

SAC Moving and Storage Operations

         Revenues consist of rental revenues and net sales. Total rental revenue was $33.6 million and $22.7 million for the quarters ended September 30, 2002 and 2001, respectively. Storage revenues increased $11.0 million due to increased facility capacity through the acquisition of locations and increased storage rates.

         Net sales revenues were $13.4 million and $5.9 million for the quarters ended September 30, 2002 and 2001, respectively. The increase is due to the increase in the number of stores in operation.

36

         Cost of sales was $6.4 million and $3.3 million for the quarters ended September 30, 2002 and 2001, respectively. The increase is attributable to the increased sales volume.

         Net depreciation expense was $5.2 million and $2.1 million for the quarters ended September 30, 2002 and 2001, respectively. Depreciation expense has increased as a result of the addition of storage properties.

         Operating profit/(loss) was $144,000 and ($1.6 million) for the quarters ended September 30, 2002 and 2001, respectively.

AMERCO’s Real Estate Operations

         Rental revenue before intercompany eliminations was $16.6 million and $19.9 million for the quarters ended September 30, 2002 and 2001, respectively. Intercompany revenue was $14.3 and $16.9 million for the quarters ended September 30, 2002 and 2001, respectively.

         Net investment and interest income was $2.2 million and $2.9 million for the quarters ended September 30, 2002 and 2001, respectively. This decrease correlates to a reduction in Real Estate’s average note and mortgage receivables balance outstanding.

         Lease expense was $2.7 million and $3.0 million for the quarters ended September 30, 2002 and 2001, respectively.

         Net depreciation expense was $2.1 million and $3.2 million for the quarters ended September 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 reflected a loss on the disposition of assets for 2001 of $0.6 million.

         Operating profit before intercompany eliminations was $12.9 million and $27.6 million for the quarters ended September 30, 2002 and 2001, respectively.

Property and Casualty

         RepWest’s premiums were $39.7 million and $66.1 million for the quarters ended June 30, 2002 and 2001, respectively. General agency premiums were $14.0 million and $33.2 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 was the result of the cancellation of RepWest’s direct Non-Standard Auto and Homeowners business, as well as additional quota share reinsurance on transportation business. Assumed treaty reinsurance premium was $11.1 millions and $15.9 million for the quarters ended June 30, 2002 and 2001, respectively. Rental industry premiums were $9.5 million and $9.3 million for the quarters ended June 30, 2002 and 2001, respectively.

         Net investment income was $7.7 million and $7.4 million for the quarters ended June 30, 2002 and 2001, respectively.

         Benefits and losses incurred were $34.3 million and $62.4 million for the quarters ended June 30, 2002 and 2001, respectively. This decrease is attributable to lowered premium writings resulting in less exposure primarily in the non-standard auto and home lines.

         The amortization of deferred acquisition costs (DAC) was $6.2 million and $6.6 million for the quarters ended June 30, 2002 and 2001, respectively.

         Operating expenses were $6.6 million and $17.9 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease is a result of decreased commissions on decreased premium writings as well as decreased general and administrative expenses.

         Operating profit / (loss) before intercompany elimination was $0.3 million and $(13.3) million for the quarters ended June 30, 2002 and 2001, respectively. The increase is the result of decreased benefits and losses resulting from the cancellation of unprofitable lines of business, and decreases in general and administrative expense.

Life Insurance

         Net premiums were $41.0 million and $37.9 million for the quarters ended June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement premiums by $4.0 million through direct writings and rate management activity. Credit insurance premiums decreased $0.4 million for the quarter from the previous year. Other business segments had premium decreases totaling $0.5 million. Oxford experienced a ratings decline that will result in a reduction in annuity sales going forward.

37

         Net investment income before intercompany eliminations decreased to $2.4 million from $7.0 million primarily due to the write-downs of bonds in the investment portfolio whose decline in value is deemed to be other than a temporary decline in value.

         Benefits incurred were $29.7 million and $27.0 million for the quarters ended June 30, 2002 and 2001, respectively. Medicare supplement incurred benefits increased $2.9 million from a larger population. Credit life and disability benefits increased $0.7 million due to increased frequency. Other business segments had benefits decreases totaling $0.9 million.

         Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $5.1 million and $4.5 million for the quarters ended June 30, 2002 and 2001, respectively. The increase is from the Medicare supplement and annuity segments.

         Operating expenses were $11.5 million and $12.2 million for the quarters ended June 30, 2002 and 2001, respectively. Commissions have decreased $0.5 million from 2001 primarily due to the decreases in credit and major medical lines. General and administrative expenses net of fees collected decreased $0.2 million.

         Operating profit/(loss) before intercompany eliminations was $(2.9) million and $1.2 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease from 2001 is due to the write-downs of bonds whose decline in value is deemed other than temporary.

CONSOLIDATED GROUP

Interest Expense

         Interest expense was $54.9 million and $52.5 million for the six months ended September 30, 2002 and 2001, respectively. The increase can be attributed to a higher debt level outstanding for SAC Holdings due to the acquisition of additional storage properties.

         Interest expense of SAC Holdings on third party debt was $22.8 million and $16.3 million for the six months ended September 30, 2002 and 2001, respectively. AMERCO’s interest expense on third party debt was $32.1 and $40.9 million for the six months ended September 30, 2001 and 2002, respectively.

Earnings

         As a result of the foregoing, pretax earnings were $126.2 million and $90.9 million for the six months ended September 30, 2002 and 2001, respectively. After providing for income taxes, net earnings were $81.1 million and $56.6 million for the six months ended September 30, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

U-HAUL Moving and Storage Operations

         Cash provided by operating activities was $60.6 million and $41.0 million for the quarters ended September 30, 2002 and 2001, respectively. The increase resulted primarily from more profitable operations.

SAC Moving and Storage Operations

         SAC Holdings’ operations are funded by various mortgage loans and unsecured notes, with interest rates ranging from 7.5% to 13.0%. SAC does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC’s agreements contain restrictive covenants including coverage ratios and restrictions on incurring additional subsidiary indebtedness. At September 30, 2002, SAC Holdings was in compliance with all of these covenants.

Property and Casualty

         Cash used by operating activities was $49.9 million and $21.4 million for the six months ended June 30, 2002 and 2001, respectively. This change resulted from decreased unearned premiums, a decrease in the change in premiums receivable from period to period, along with an increase in due from affiliates.

         RepWest’s cash and cash equivalents and short-term investment portfolio was $6.8 million and $8.9 million at June 30, 2002 and 2001, respectively.

         RepWest maintains a diversified securities investment portfolio, primarily in bonds, at varying maturity levels with 86.0% 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 remains stable with current invested assets equal to 70.6% of total liabilities.

38

Life Insurance

         Oxford’s primary sources of cash are premiums, receipts from interest-sensitive products and investment income. The primary uses of cash are operating costs and benefit payments to policyholders. Matching the investment portfolio to the cash flow demands of the types of insurance being written is an important consideration. Benefit and claim statistics are continually monitored to provide projections of future cash requirements.

         Cash provided/(used) by operating activities was $(28.7) million and 2.0 million for the six months ended June 30, 2002 and 2001, respectively. The decrease in cash flows from operating activities in 2002 relates to $9.5 million of federal income taxes paid, $8.1 million increase in receivables for securities pending settlement, $7.1 million of reinsurance receivables paid, and paid loss experience. Cash flows provided by financing activities were $37.8 million and $9.1 million for the six months ended June 30, 2002 and 2001, respectively. Cash flows from deferred annuity sales increase investment contract deposits, which are a component of financing activities. The increase from 2001 is due to increased annuity deposits and reduced annuity withdrawals

         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 June 30, 2002 and 2001, short-term investments were $58.6 million and $53.9 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.

         See the discussion of the Kocher case contained in Part II, Item I “Legal Proceedings.”

Consolidated group

         On October 15, 2002 the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed Asset Trust (“BBAT”) holders. On that date, the Company also failed to pay a $26.5 million obligation, in the aggregate to Citibank and Bank of America in connection with the BBAT’s. This expense will be recognized in the third quarter.

         As a result of the foregoing, the Company is in default with respect to its other credit arrangements that contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Revolver”) in the amount of $205.0 million. In addition to the cross-default under the Revolver, the Company is also in default under that agreement as a result of the Company’s failure to obtain incremental net cash proceeds and/or availability from additional financings in the aggregate amount of at least $150 million prior to October 15, 2002. The obligations of the Company currently in default (either directly or as a result of a cross-default) are approximately $1,175.4 million. In addition, the Company may be required to pay interest at default interest rates, which would increase interest expense going forward.

         The Company has retained the financial restructuring firm Crossroads, LLC to assist with the negotiation of standstill agreements with holders of directly defaulted obligations and waivers from our lenders holding cross-default obligations. This will allow us to pursue financing alternatives and asset sales that will enable us to repay the above-referred amounts that are in direct default, meet fiscal 2004 maturities and restructure our balance sheet.

         Although we are optimistic that we will successfully restructure our balance sheet and repay our obligations, there can be no assurance that we will be able to complete the asset sales, obtain financing on acceptable terms or secure the standstills and waivers necessary to do so.

         Cash provided by operating activities was $111.4 million and $43.9 million for the six months ended September 30, 2002 and 2001, respectively. The increase resulted primarily from a decrease in notes and mortgage receivable partially offset by decreases in the accounts payable and intercompany payable balances along with increased earnings.

         At September 30, 2002, total outstanding notes and mortgages payable for AMERCO and wholly owned subsidiaries was $908.5 million compared to $1,045.8 million at March 31, 2002. At September 30, 2002, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries was $967.0 million compared to $957.8 million at March 31, 2002. SAC Holdings’ securitized loan agreements have no guarantees, or triggers that could create a guarantee, from AMERCO. There are no cross default provisions on indebtedness between AMERCO and SAC Holdings.

         AMERCO does not have any ownership interest in SAC Holdings or its subsidiaries, except for investments made by RepWest and Oxford in a SAC Holdings – controlled limited partnership which holds Canadian self-storage properties. The presentation of the consolidated statements has no bearing on the credit agreements or the operations of either AMERCO or SAC Holdings. The accounts of AMERCO and SAC Holdings are presented as consolidated due to a revised interpretation of EITF 90-15 by the Company’s former independent public accountants during the year ended March 31, 2002, which concluded that SAC Holdings’ majority owner did not qualify as

39

an independent third party to AMERCO.

         From time to time, Real Estate sells storage properties to SAC Holdings. These sales have in the past provided significant cash flows to the Company. The ability of the Company to engage in similar transactions in the future is dependent to a large degree on the ability of SAC Holdings to obtain third party financing for its acquisition of properties from Real Estate and, in general, its willingness to engage in such transactions.

         Due to the defaults that exist with respect to certain obligations of the Company we suspended the dividend payment to the holders of our Series A 8 1/2% preferred stock that is due December 1, 2002.

Credit Agreements

         Our operations are funded by various credit and financing arrangements, including unsecured long-term borrowings, unsecured medium-term notes, revolving lines of credit with banks and operating leases. The operating leases are primarily used to finance the Company’s fleet of trucks and trailers. As of September 30, 2002, we had $908.5 million in total notes and loans payable outstanding.

         On June 28, 2002, AMERCO entered into an agreement replacing an existing five year $400.0 million revolving credit agreement with a three-year $205.0 million revolving credit facility.

         Certain of our credit agreements contain restrictive financial and other covenants, including, among others, covenants with respect to incurring additional indebtedness, making third party guarantees, entering into contingent obligations, maintaining certain financial ratios, placing certain additional liens on our properties and assets, and restricting the issuance of certain types of preferred stock. Although AMERCO was in compliance with these covenants at September 30, 2002, we were in default as of October 15, 2002 as a result of our failure to make the principal payment due to the BBAT holders and a covenant contained in the Credit Agreement that required the completion of a $150 million financing. For additional discussion regarding these defaults, see Part II, Item III “Defaults Upon Senior Securities.”

         Reference is made to Note 5 of Notes to Consolidated Financial Statements in AMERCO’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002 for additional information about our credit agreements.

Disclosures about Contractual Obligations and Commercial Commitments

	Payments due by Period (as of September 30, 2002)
				Prior to		10-01-03		10-01-05		October 1, 2007
Financial Obligations	Total			09-30-03		09-30-05		09-30-07		and thereafter
AMERCO’s notes and loans Payable	$	908,509		$	276,981	$	224,864	$	237,072	$	169,592
AMERCO’s truck and trailer Lease obligations		491,503			91,597		221,177		138,903		39,826
SAC Holdings’ financed lease obligations		117,000			46,800		70,200		—		—
SAC Holdings’ notes and loans payable		850,137			7,174		14,273		14,971		813,719
Elimination of SAC Holdings’ Obligations to AMERCO		(387,652	)		—		—		—		(387,652	)
Total Contractual Obligations	$	1,979,497		$	422,552	$	530,514	$	390,946	$	635,485

40

The above disclosure is as of September 30, 2002. As discussed above and in Part II, Item III “Defaults Upon Senior Securities”, on October 15, 2002 we defaulted on our BBATs and related obligations. This default triggered cross-default provisions in most of AMERCO’s other debt agreements. As a result, approximately $1,175.4 million of AMERCO’s contractual obligations and commercial commitments listed below are classified as current.

Bank of Montreal synthetic lease	$	149.0
Citibank synthetic lease		101.7
3yr Credit Agreement		205.0
Royal Bank of Canada lease		3.0
Amerco Real Estate Notes		100.0
’03 Notes		175.0
’05 Notes		200.0
Medium Term Notes		109.5
BBAT		100.0
Bank of America Obligation (BBAT)		11.3
Citicorp Obligation (BBAT)		15.3
Bank of America Swap		2.1
JP Morgan Swap		3.5
	$	1,175.4

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk, in AMERCO’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

         We maintain disclosure controls procedures, which are designed to ensure that material information related to AMERCO and its subsidiaries and SAC Holdings and their subsidiaries, is disclosed in our public filings on a regular basis. In response to recent legislation and proposed regulations, we reviewed our internal control structure and our disclosure controls and procedures. We believe our pre-existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations.

         Within 90 days prior to filing this report, members of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective in causing material information to be recorded, processed, summarized and reported by management of the Company on a timely basis and to ensure that the quality and timeliness of the Company’s public disclosures complies with its SEC disclosure obligations.

Changes in Controls and Procedures

         There were significant changes in the Company’s internal controls and other factors that could significantly affect these internal controls after the date of our most recent evaluation. They include, but are not limited to, the following:

a.	We limited access to the general ledger (posting ability) to specifically identified individuals;
b.	We require documentation for all journal postings;
c.	We have hired a system administrator to document and map all accounting imports and exports to the various subledgers maintained throughout the organization.

41

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On July 20, 2000, Charles Kocher (“Kocher”) filed suit in Wetzel County, West Virgina, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (“Oxford”) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy aquired in conjunction with the purchase of a $7,800 used pick-up truck. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order (“Order”) affirming the $39 million jury verdit and denying Oxford’s Motion for New Trial Or, in The Alternative, Remittitur. Oxford is in the process of perfecting its appeal to the West Virginia Supreme Court. Management does not believe that the Order is sustainable and expects the Order to be overturned by the West Virginia Supreme Court, in part because the jury award has no reasonable nexus to the actual harm suffered by Kocher.

         On September 24, 2002, Paul F.Shoen filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al, CV02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant for purposes of the derivative action. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC Holdings over the last several years. The complaint seeks a declaration that such transfers are void as well as unspecified damages. On October 28, 2002, AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed Motions to Dismiss the complaint. On November 12, 2002 the plaintiff responded to the Motions to Dismiss. The reply in support of the Motion to Dismiss is due on November 25, 2002. Oral argument has not yet been set for these motions. In addition, on October 28, 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al, CV 02-06331. This derivative suit is substantially similar to the Paul F. Shoen derivative action. The defendants’ responsive pleading is due on December 13, 2002. AMERCO believes that the allegations contained in both complaints are baseless and without merit and AMERCO will aggressively and vigorously respond to these claims. However, as with any litigation, no assurances can be given as to the outcome.

         We are currently under IRS examination for the years 1996-1997. The IRS has proposed adjustments to our 1997 and 1996 tax returns in the amount of $233.1 million and $99.0 million, respectively. Nearly all of the adjustments relate to denials of deductions that we took for costs incurred in resolution of prior litigation with certain members of the Shoen family and their corporations. We believe these income tax deductions are appropriate and we are vigorously contesting the IRS adjustments. We estimate that if we are unsuccessful in our challenge in all respects, based on our current tax position, we could incur tax exposure totaling approximately $76.1 million plus interest.

42

PART II. OTHER INFORMATION, continued

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         (a)  On October 15, 2002, the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed Asset Trust. On that date, the Company also failed to pay $26.5 million in the aggregate to Citibank and Bank of America in connection with the the early extinguishment of the Series 1997-C bonds. As a result of the foregoing, the Company is in default with respect to its other credit arrangements which contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Credit Agreement”). In addition to the cross-default under the Credit Agreement, the Company is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in an aggregate amount of at least $150.0 million prior to October 15, 2002. The total amount of indebtedness currently in default (either directly or as a result of a cross-default) is approximately $1,175.4 million.

         (b)  On November 5, 2002, the Company announced that it has suspended the December 1, 2002 dividend payment to holders of its Series A 8.5% Preferred Stock. The dividend amount is $3.5 million.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The 2002 Annual Meeting of Stockholders was held on August 30,2002.

         At the 2002 Annual meeting of Stockholders William E. Carty and Charles J. Bayer were elected to serve until the 2006 Annual Meeting of Stockholders. M. Frank Lyons was elected to serve until the 2004 Annual Meeting of Stockholders. John P. Brogan and James J. Grogan continue as directors with terms that expire at the 2003 Annual Meeting of Stockholders; Edward J. Shoen continues as a director with a term that expires at the 2004 Annual Meeting of Stockholders; and John M. Dodds and James P. Shoen continue as directors with terms that expire at the 2005 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 2002 Annual Meeting of Stockholders.

Matters
Submitted		Votes Cast		Votes Cast		Votes				Broker
To a Vote		For		Against		Withheld		Abstentions		Non-Votes
Election of directors
	William E. Carty		18,870,928		42,489		792,384		3,262		—
	Charles J. Bayer		18,870,291		41,358		791,412		6,003		—
	M. Frank Lyons		18,862,109		42,114		788,438		16,402		—

43

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.	Description
3.1	Restated Articles of Incorporation (1)
3.2	Restated By-Laws of AMERCO as of August 27, 1997 (2) Certificate of Edward J. Shoen, President of AMERCO pursuant
10.10A	Addendum to Promissory Note between SAC Holding Corporation and a subsidiary of AMERCO
10.11A	Amendment and Addendum to Promissory Note between Four SAC Self-Storage Corporation and Nationwide Commercial Co.
10.35	Management Agreement between Eighteen Self-Storage Corporation and U-Haul
10.36	Management Agreement between Nineteen SAC Self-Storage Limited Partnership and U-Haul
10.37	Management Agreement between Twenty SAC Self-Storage Corporation and U-Haul
10.38	Management Agreement between Twenty-One SAC Self-Storage Corporation and U-Haul
10.39	Management Agreement between Twenty-Two SAC Self-Storage Corporation and U-Haul
10.40	Management Agreement between Twenty-Three SAC Self-Storage Corporation and U-Haul
10.41	Management Agreement between Twenty-Four SAC Self Storage Limited Partnership and U-Haul
10.42	Management Agreement between Twenty-Five SAC Self-Storage Limited Partnership and U-Haul
10.43	Management Agreement between Twenty-Six SAC Self-Storage Limited Partnership and U-Haul
10.44	Management Agreement between Twenty-Seven SAC Self-Storage Limited Partnership and U-Haul
10.45	3-Year Credit Agreement with certain lenders named therein
10.46	Promissory Note between Four SAC Self-Storage Corporation and U-Haul International, Inc.
10.46A	Amendment and Addendum to Promissory Note between Four SAC Self-Storage Corporation and U-Haul International, Inc.
10.47	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.48	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.48A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.49	Promissory Note between Five SAC Self-Storage Corporation and Nationwide Commercial Co.
10.50	Promissory Note between Five SAC Self-Storage Corporation and Nationwide Commercial Co.
10.50A	Amendment and Addendum to Promissory Note between Five SAC Self- Storage Corporation and Nationwide Commercial Co.
10.51	Promissory Note between Five SAC Self-Storage Corporation and U-Haul International, Inc.
10.52	Promissory Note between SAC Holding Corporation and Oxford Life Insurance Company
10.53	Promissory Note between SAC Holding Corporation and Nationwide Commercial Company
10.53A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.54	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.54A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.55	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.55A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.56	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.56A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.57	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.57A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.58	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.58A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.59	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.60	Junior Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.61	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.62	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.63	Promissory Note between SAC Financial Corporation and U-Haul International, Inc.
99.1	Certificate of Edward J. Shoen, President of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certificate of Gary B. Horton, Treasurer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.3	Certificate of Edward J. Shoen, President of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Certificate of Gary B. Horton, Assistant Treasurer of U-HAUL, International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

         On September 27, 2002 and September 30, 2002, the Company filed reports on Form 8-K relating to the proposed offering of its Senior Notes due 2009. On October 16, 2002 and October 18, 2002, the Company filed reports on Form 8-K to disclose the Company’s retention of a financial advisor to assist it in restructuring certain of its debt.

(1)	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 1-11255.
(2)	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, file no. 1-11255.

44

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERCO
	(Registrant)
Dated: November 18, 2002	By: /S/ GARY B. HORTON
	Gary B. Horton, Treasurer
	(Principal Financial Officer)

45

Certification of CFO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATION OF THE TREASURER OF AMERCO

I, Gary B. Horton, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of AMERCO;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2002
	/s/ Gary B. Horton
	Gary B. Horton
	Treasurer of AMERCO

46

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	U-Haul International, Inc.
	(Registrant)
Dated: November 18, 2002	By: /S/ GARY B. HORTON
	Gary B. Horton, Assistant Treasurer
	(Principal Financial Officer)

47

Certification of CFO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATION OF THE ASSISTANT TREASURER OF U-HAUL INTERNATIONAL, INC.

I, Gary B. Horton, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of U-Haul International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2002
	/s/ Gary B. Horton
	Gary B. Horton
	Assistant Treasurer of U-Haul International, Inc.

48

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERCO
	(Registrant)
Dated: November 18, 2002	/s/ Edward J. Shoen
	Edward J. Shoen
	Chairman of the Board and President

49

Certification of CEO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATIONS

CERTIFICATION OF THE PRESIDENT OF AMERCO

I, Edward J. Shoen, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of AMERCO;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2002
	/s/ Edward J. Shoen
	Edward J. Shoen
	President of AMERCO

50

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	U-Haul International, Inc
	(Registrant)
Dated: November 18, 2002
	/s/ Edward J. Shoen
	Edward J. Shoen
	Chairman of the Board and President

51

Certification of CEO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATION OF THE PRESIDENT OF U-HAUL INTERNATIONAL, INC.

I, Edward J. Shoen, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of U-Haul International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 18, 2002
	/s/ Edward J. Shoen
	Edward J. Shoen
	President of U-Haul International, Inc.

52

INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Restated Articles of Incorporation (1)
3.2	Restated By-Laws of AMERCO as of August 27, 1997 (2)
10.10A	Addendum to Promissory Note between SAC Holding Corporation and a subsidiary of AMERCO
10.11A	Amendment and Addendum to Promissory Note between Four SAC Self-Storage Corporation and Nationwide Commercial Co.
10.35	Management Agreement between Eighteen Self-Storage Corporation and U-Haul
10.36	Management Agreement between Nineteen SAC Self-Storage Limited Partnership and U-Haul
10.37	Management Agreement between Twenty SAC Self-Storage Corporation and U-Haul
10.38	Management Agreement between Twenty-One SAC Self-Storage Corporation and U-Haul
10.39	Management Agreement between Twenty-Two SAC Self-Storage Corporation and U-Haul
10.40	Management Agreement between Twenty-Three SAC Self-Storage Corporation and U-Haul
10.41	Management Agreement between Twenty-Four SAC Self Storage Limited Partnership and U-Haul
10.42	Management Agreement between Twenty-Five SAC Self-Storage Limited Partnership and U-Haul
10.43	Management Agreement between Twenty-Six SAC Self-Storage Limited Partnership and U-Haul
10.44	Management Agreement between Twenty-Seven SAC Self-Storage Limited Partnership and U-Haul
10.45	3-Year Credit Agreement with certain lenders named therein
10.46	Promissory Note between Four SAC Self-Storage Corporation and U-Haul International, Inc.
10.46A	Amendment and Addendum to Promissory Note between Four SAC Self-Storage Corporation and U-Haul International, Inc.
10.47	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.48	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.48A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.49	Promissory Note between Five SAC Self-Storage Corporation and Nationwide Commercial Co.
10.50	Promissory Note between Five SAC Self-Storage Corporation and Nationwide Commercial Co.
10.50A	Amendment and Addendum to Promissory Note between Five SAC Self-Storage Corporation and Nationwide Commercial Co.
10.51	Promissory Note between Five SAC Self-Storage Corporation and U-Haul International, Inc.
10.52	Promissory Note between SAC Holding Corporation and Oxford Life Insurance Company
10.53	Promissory Note between SAC Holding Corporation and Nationwide Commercial Company
10.53A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.54	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.54A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.55	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.55A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.56	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.56A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.57	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.57A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.58	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.58A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.59	Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.60	Junior Promissory Note between SAC Holding Corporation and Nationwide Commercial Co.
10.61	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.62	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.
10.63	Promissory Note between SAC Financial Corporation and U-Haul International, Inc.
99.1	Certificate of Edward J. Shoen, President of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certificate of Gary B. Horton, Treasurer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.3	Certificate of Edward J. Shoen, President of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Certificate of Gary B. Horton, Assitant Treasurer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 1-11255.
(2)	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, file no. 1-11255.

53 EX-10.10A 3 p67178exv10w10a.txt EX-10.10A EXHIBIT 10.10A Addendum No. 2 to Note dated February 27, 1997 in the amount of $14,271,115.19 (the "Note") The Note is hereby amended to increase its principal sum up to an amount not to exceed Seventeen Million Dollars ($17,000,000), to reflect additional borrowings by SAC Holding Corporation from time to time. All other terms and conditions of the Note shall remain in place so long as they do not conflict with this Addendum. Dated as of the 8th day of July, 1998 SAC HOLDING CORPORATION By: /s/ Bruce Brockhagen Name: Bruce Brockhagen Title: Secretary EX-10.11A 4 p67178exv10w11a.txt EX-10.11A Exhibit 10.11A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Four SAC Self-Storage Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of October 1, 1995 in the original principal amount of $10,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. Four SAC Self-Storage Corporation By: _____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: _____________________________ Gary B. Horton, Secretary EX-10.35 5 p67178exv10w35.txt EX-10.35 EXHIBIT 10.35 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of December 20, 2001 among Eighteen 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 Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties 1 hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be remitted by U-Haul (or its parent company) on a daily basis to a bank account and U-Haul shall maintain such records and systems as are necessary or appropriate to enable U-Haul to clearly identify the amount of Gross Revenue generated by each Property on a daily basis. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. 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. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 5 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. (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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. Owner hereby agrees to indemnify and hold each of U-Haul, all persons and companies affiliated with U-Haul, and all officers, shareholders, directors, employees and agents of U-Haul and of any affiliated companies or persons (collectively, the "Indemnified Persons") harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in connection with the management of the Property (including the loss of use thereof following any damage, injury or destruction), arising from any cause except for the willful misconduct or gross negligence on the part of the Indemnified Persons. In addition, no Indemnified Person shall be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereafter, except in cases of willful misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and claims in connection with the management of the Property arising from the willful misconduct of, gross negligence of, or breach of this Agreement by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for the acts or omissions of U-Haul's officers, shareholders, directors, employees, and agents except for U-Haul's own gross negligence or willful misconduct. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. U-Haul shall have the right to assign this Agreement to an affiliate or a wholly or 7 majority owned subsidiary; provided, however, any such assignee must assume all obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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 shall be 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. 8 14. Attorneys' Fees. If it shall become necessary for any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner": Eighteen SAC Self-Storage Corporation, a Nevada corporation By: _______________________________ Mark V. Shoen, President "U-Haul": U-Haul Co. of Nevada, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of California, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Utah, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Arizona, Inc. By: ________________________________ Gary V. Klinefelter, Secretary 10 U-Haul Co. of Texas, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Rhode Island, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of New York, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Pennsylvania, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of New Jersey, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Colorado, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Massachusetts, Inc. By: ________________________________ Gary V. Klinefelter, Secretary 11 Exhibit A

CENTERS NAME ADDRESS CITY STATE ------- ---- ------- ---- ----- 706086 U-HAUL CTR DBL DIAMOND RANCH 10400 S VIRGINIA STREET RENO NV 717082 U-HAUL CENTER MIRAMAR 9650 CAMINO RUIZ SAN DIEGO CA 720059 U-HAUL CTR SALT LK 55 EAST 3900 SOUTH SALT LAKE CITY UT 723030 U-HAUL CENTER KYRENE ROAD 6190 W CHANDLER BLVD CHANDLER AZ 741032 U-HAUL CENTER DENTON 164 NORTH I-35 E DENTON TX 741034 U-HAUL CENTER LOS RIOS 1100 LOS RIOS PLANO TX 746072 U-HAUL CTR ALIEF 11334 BELLAIRE BLVD HOUSTON SOUTH TX 796051 U-HAUL N BROADWAY 738 N BROADWAY EAST PROVIDENCE RI 803080 U-HAUL BRONX PARK 2800 WHITE PLAINS RD BRONX NY 810051 U-HAUL MACARTHUR ROAD 3001 MACARTHUR ROAD WHITEHALL PA 813047 U-HAUL CINNAMINSON 2101 ROUTE 130 CINNAMINSON NJ 816075 U-HAUL PALM SPRINGS 68075 RAMON ROAD CATHEDRAL CITY CA 834044 U-HAUL CENTER S HAVANA 615 S HAVANA AURORA SOUTH CO 837051 U-HAUL CENTRAL SQ 844 MAIN ST CAMBRIDGE MA

12 EX-10.36 6 p67178exv10w36.txt EX-10.36 EXHIBIT 10.36 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of June 28, 2002 among Nineteen SAC Self-Storage Limited Partnership, a Nevada limited partnership, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise 1 provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be deposited into a bank account maintained by U-Haul (or its parent company) as for the benefit of the Owner. To the extent that the Gross Revenues are deposited into a collective account maintained by U-Haul (or its parent company) for the benefit of multiple property owners, U-Haul (or its parent company) shall reconcile such account daily and maintain such records as shall clearly identify each day the respective interest of each owner in such collective account. Gross Revenues of the Owner shall be applied first to the repayment of Owner's senior debt with respect to the Property, and then to U-Haul in reimbursement of expenses and for management fees as provided under Section 4 below. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager agrees that its monthly Management Fee shall be 5 subordinate to that month's principal balance and interest payment on any first lien position mortgage loan on the Property. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (B) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a monthly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including the loss of use thereof following any damage, injury or destruction), arising from any cause or matter whatsoever except to the extent attributable to the willful misconduct or gross negligence on the part of the Indemnified Persons. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless Owner shall expressly agree thereto in writing. 7 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 shall be 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 any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective 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). 8 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner" Nineteen SAC Self-Storage Limited Partnership, a Nevada limited partnership Nineteen SAC Self-Storage GP Corporation, Its General Partner By: _________________________________ Mark V. Shoen, President [Signature of U-Haul on next page] 10 "U-Haul" U-Haul Co. of New York By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Alaska By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Texas By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Michigan By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Maryland By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Pennsylvania By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of North Carolina By: ___________________________ Gary V. Klinefelter, Secretary 11 U-Haul Co. of Washington By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Florida By: ___________________________ George R. Olds, Secretary U-Haul Co. of North Dakota By: ___________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Illinois By: ___________________________ Gary V. Klinefelter, Secretary 12 Exhibit A List of Properties and Managers 701038 U-HAUL CENTER BELLINGHAM 4549 MERIDIAN BELLINGHAM WA 98226 U-Haul Co. of Washington 725041 U-HAUL CENTER BISMARCK 1453 INTERSTATE LOOP BISMARCK ND 58503 U-Haul Co. of North Dakota 752023 U-HAUL TEL-WICK 8901 TELEGRAPH RD TAYLOR MI 48180 U-Haul Co. of Michigan 803079 U-HAUL KINGS BRIDGE 230 WEST 230 STREET BRONX NY 10463 U-Haul Co. of New York 884006 U-HAUL STORAGE MENANDS 40 SIMMONS LANE MENANDS NY 12204 U-Haul Co. of New York 741045 U-HAUL CENTER NORTH PLANO 2555 KATHRYN LN PLANO TX 75025 U-Haul Co. of Texas 757023 U-HAUL CENTER BOLINGBROOK 240 N FRONTAGE RD BOLINGBROOK IL 60440 U-Haul Co. of Illinois 786023 U-HAUL CENTER TOWN & COUNTRY\WEST SWC OF WATTERS AVE. AND WATERS FLORIDA MINING TAMPA FL 33634 U-Haul Co. of Florida 786055 U-HAUL CTR WESTCHASE 11401 W HILLSBORO AVE TAMPA FL 33635 U-Haul Co. of Florida 810036 U-HAUL CENTER EASTON 2413 NAZERETH RD EASTON PA 18045 U-Haul Co. of Pennsylvania 818025 U-HAUL CENTER SNOUFFER SCHOOL RD 8501 SNOUFFER SCHOOL RD GAITHERSBURG MD 20879 U-Haul Co. of Maryland 818037 U-HAUL CTR SOUTH CAPITOL STREET(Phase 1) 1501 S CAPITOL ST SW WASHINGTON DC 20003 U-Haul Co. of Maryland 882072 U-HAUL STORAGE COMMERCIAL AVENUE 5505 COMMERCIAL AVENUE RALEIGH NC 27612 U-Haul Co. of North Carolina 884062 U-HAUL OF CENTER CITY II 1135 WASHINGTON AVE PHILADELPHIA PA 19147 U-Haul Co. of Pennsylvania 884064 U-HAUL STORAGE ROANOKE 6297 MESA BUTTE CT ROANOKE TX 76262 U-Haul Co. of Texas 884070 U-HAUL STORAGE SOLDOTNA TRACT 3 HAYWOOD HILL SUBDIVISION SOLDOTNA AK 99669 U-Haul Co. of Alaska 884072 U-HAUL CENTER WEKIVA 1221 E SEMORAN BLVD APOPKA FL 32703 U-Haul Co. of Florida 884090 U-HAUL STORAGE MIDDLEHOPE 5336 RTE 9 WEST NEWBURGH NY 12550 U-Haul Co. of New York 13 EX-10.37 7 p67178exv10w37.txt EX-10.37 EXHIBIT 10.37 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of December 31, 2001 among Twenty 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 Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties 1 hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. Throughout the Term of this Agreement, U-Haul shall operate the Property under the "U-Haul" (R) name. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective leases. (d) PERSONNEL. U-Haul shall select all vendors, suppliers, contractors, subcontractors and employees with respect to the Property and shall hire, discharge and 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be remitted by U-Haul (or its parent company) on a daily basis to a bank account maintained by UBS Warburg Real Estate Investments Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be applied in the manner specified in that Cash Management Agreement dated the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such records and systems as are necessary or appropriate to enable U-Haul to clearly identify the amount of Gross Revenue generated by each Property on a daily basis. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. Throughout the term hereof, Owner shall not permit the Property to be operated under any name other than "U-Haul" (R). 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce the amount of the Management Fee payable to it at any time hereunder in exchange for a reduction in the amount rent due from U-Haul to Owner pursuant to any lease agreement between U-Haul and Owner. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager 5 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. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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. Owner hereby agrees to indemnify and hold each of U-Haul, all persons and companies affiliated with U-Haul, and all officers, shareholders, directors, employees and agents of U-Haul and of any affiliated companies or persons (collectively, the "Indemnified Persons") harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in connection with the management of the Property (including the loss of use thereof following any damage, injury or destruction), arising from any cause except for the willful misconduct or gross negligence on the part of the Indemnified Persons. In addition, no Indemnified Person shall be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereafter, except in cases of willful misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and claims in connection with the management of the Property arising from the willful misconduct of, gross negligence of, or breach of this Agreement by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for the acts or omissions of U-Haul's officers, shareholders, directors, employees, and agents except for U-Haul's own gross negligence or willful misconduct. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. U-Haul shall have the right to assign this Agreement to an affiliate or a wholly or 7 majority owned subsidiary; provided, however, any such assignee must assume all obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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 shall be 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. 8 14. Attorneys' Fees. If it shall become necessary for any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner": ----- Twenty SAC Self-Storage Corporation, a Nevada corporation By: _______________________________ Its: _______________________________ 10 "U-Haul": ------ U-Haul Co. of Arizona, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of California, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Georgia, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of New Jersey, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Oregon, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Rhode Island, Inc. By: ________________________________ Gary V. Klinefelter, Secretary 11 U-Haul Co. of Texas, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Virginia, Inc. By: ________________________________ Gary V. Klinefelter, Secretary 12 Exhibit A 700026 U-HAUL CTR OF BEND BEND OR 97701 717068 U-HAUL LEMON GROVE LEMON GROVE CA 91945 723082 U-HAUL MAIN & LINDSAY MESA AZ 85203 744080 U-HAUL SAN PEDRO SAN ANTONIO TX 78212 776053 U-HAUL CT PETERS ST ATLANTA EAST GA 30313 796058 U-HAUL CTR WARWICK WARWICK RI 02886 813020 U-HAUL CENTER ROUTE 37 TOMS RIVER NJ 08753 825067 U-HAUL AIRLINE CTR PORTSMOUTH VA 23701 836044 U-HAUL CENTER ARLINGTON ARLINGTON TX 76012 13 EX-10.38 8 p67178exv10w38.txt EX-10.38 EXHIBIT 10.38 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of December 31, 2001 among Twenty-One 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 Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties 1 hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. Throughout the Term of this Agreement, U-Haul shall operate the Property under the "U-Haul"(R) name. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective leases. (d) PERSONNEL. U-Haul shall select all vendors, suppliers, contractors, subcontractors and employees with respect to the Property and shall hire, discharge and 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be remitted by U-Haul (or its parent company) on a daily basis to a bank account maintained by UBS Warburg Real Estate Investments Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be applied in the manner specified in that Cash Management Agreement dated the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such records and systems as are necessary or appropriate to enable U-Haul to clearly identify the amount of Gross Revenue generated by each Property on a daily basis. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. Throughout the term hereof, Owner shall not permit the Property to be operated under any name other than "U-Haul"(R). 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce the amount of the Management Fee payable to it at any time hereunder in exchange for a reduction in the amount rent due from U-Haul to Owner pursuant to any lease agreement between U-Haul and Owner. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager 5 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. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (B) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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. Owner hereby agrees to indemnify and hold each of U-Haul, all persons and companies affiliated with U-Haul, and all officers, shareholders, directors, employees and agents of U-Haul and of any affiliated companies or persons (collectively, the "Indemnified Persons") harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in connection with the management of the Property (including the loss of use thereof following any damage, injury or destruction), arising from any cause except for the willful misconduct or gross negligence on the part of the Indemnified Persons. In addition, no Indemnified Person shall be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereafter, except in cases of willful misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and claims in connection with the management of the Property arising from the willful misconduct of, gross negligence of, or breach of this Agreement by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for the acts or omissions of U-Haul's officers, shareholders, directors, employees, and agents except for U-Haul's own gross negligence or willful misconduct. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. U-Haul shall have the right to assign this Agreement to an affiliate or a wholly or 7 majority owned subsidiary; provided, however, any such assignee must assume all obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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 shall be 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. 8 14. Attorneys' Fees. If it shall become necessary for any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner": Twenty-One SAC Self-Storage Corporation, a Nevada corporation By: _______________________________ Its: ______________________________ 10 "U-Haul" U-Haul Co. of Arizona, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of California, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Michigan, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Ohio, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Tennessee, Inc. By: ________________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Texas, Inc. By: ________________________________ Gary V. Klinefelter, Secretary 11 Exhibit A 707075 U-HAUL CTR THORNTON FREMONT CA 94536 708078 U-HAUL CTR BELMONT BELMONT CA 94002 712032 U-HAUL CENTER DOWNTOWN LOS ANGELES CA 90006 721058 U-HAUL 51ST & GLENDALE GLENDALE AZ 85301 744068 U-HAUL AUSTIN HWY SAN ANTONIO TX 78218 752069 U-HAUL CAROUSEL MALL INKSTER MI 48141 770054 U-HAUL CTR METRO DAYTON OH 45403 772061 U-HAUL HENDERSONVILLE HENDERSONVILLE TN 37075 835081 U-HAUL NORTHWEST DALLAS TX 75220 12 EX-10.39 9 p67178exv10w39.txt EX-10.39 EXHIBIT 10.39 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of December 31, 2001 among Twenty-Two SAC Self-Storage Corporation, a Nevada corporation, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties 1 hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. Throughout the Term of this Agreement, U-Haul shall operate the Property under the "U-Haul" (R) name. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective leases. (d) PERSONNEL. U-Haul shall select all vendors, suppliers, contractors, subcontractors and employees with respect to the Property and shall hire, discharge and 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be remitted by U-Haul (or its parent company) on a daily basis to a bank account maintained by UBS Warburg Real Estate Investments Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be applied in the manner specified in that Cash Management Agreement dated the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such records and systems as are necessary or appropriate to enable U-Haul to clearly identify the amount of Gross Revenue generated by each Property on a daily basis. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. Throughout the term hereof, Owner shall not permit the Property to be operated under any name other than "U-Haul" (R). 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce the amount of the Management Fee payable to it at any time hereunder in exchange for a reduction in the amount rent due from U-Haul to Owner pursuant to any lease agreement between U-Haul and Owner. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager 5 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. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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. Owner hereby agrees to indemnify and hold each of U-Haul, all persons and companies affiliated with U-Haul, and all officers, shareholders, directors, employees and agents of U-Haul and of any affiliated companies or persons (collectively, the "Indemnified Persons") harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in connection with the management of the Property (including the loss of use thereof following any damage, injury or destruction), arising from any cause except for the willful misconduct or gross negligence on the part of the Indemnified Persons. In addition, no Indemnified Person shall be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereafter, except in cases of willful misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and claims in connection with the management of the Property arising from the willful misconduct of, gross negligence of, or breach of this Agreement by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for the acts or omissions of U-Haul's officers, shareholders, directors, employees, and agents except for U-Haul's own gross negligence or willful misconduct. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. U-Haul shall have the right to assign this Agreement to an affiliate or a wholly or 7 majority owned subsidiary; provided, however, any such assignee must assume all obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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 shall be 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. 8 14. Attorneys' Fees. If it shall become necessary for any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner": Twenty-Two SAC Self-Storage Corporation, a Nevada corporation By: _______________________________ Its: ______________________________ 10 "U-Haul" U-Haul Co. of Arizona, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Kansas, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Louisiana, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Massachusetts, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Maine, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Michigan, Inc. By: _______________________________ Gary V. Klinefelter, Secretary 11 U-Haul Co. of Texas, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Virginia, Inc. By: _______________________________ Gary V. Klinefelter, Secretary 12 Exhibit A 734024 U-HAUL STATE AVE KANSAS CITY KS 66102 747069 U-HAUL CAUSEWAY BLV METAIRIE LA 70002 751022 U-HAUL JOLLY CEDAR LANSING MI 48910 790066 U-HAUL CTR RT 295 PORTLAND ME 04101 791023 U-HAUL SPRINGFIELD SPRINGFIELD MA 01101 795028 U-HAUL CENTER OF MANASSAS PARK MANASSAS PARK VA 20111 828059 U-HAUL CTR ORACLE TUCSON AZ 85705 828068 U-HAUL W INA RD TUCSON AZ 85741 836033 WESTCREEK VILLAGE U-HAUL FORT WORTH TX 76133 CTR 13 EX-10.40 10 p67178exv10w40.txt EX-10.40 EXHIBIT 10.40 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of December 31, 2001 among Twenty-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 Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties 1 hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. Throughout the Term of this Agreement, U-Haul shall operate the Property under the "U-Haul" (R) name. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective leases. (d) PERSONNEL. U-Haul shall select all vendors, suppliers, contractors, subcontractors and employees with respect to the Property and shall hire, discharge and 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be remitted by U-Haul (or its parent company) on a daily basis to a bank account maintained by UBS Warburg Real Estate Investments Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be applied in the manner specified in that Cash Management Agreement dated the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such records and systems as are necessary or appropriate to enable U-Haul to clearly identify the amount of Gross Revenue generated by each Property on a daily basis. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. Throughout the term hereof, Owner shall not permit the Property to be operated under any name other than "U-Haul" (R). 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce the amount of the Management Fee payable to it at any time hereunder in exchange for a reduction in the amount rent due from U-Haul to Owner pursuant to any lease agreement between U-Haul and Owner. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager 5 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. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (B) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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 6. Termination. Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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. Owner hereby agrees to indemnify and hold each of U-Haul, all persons and companies affiliated with U-Haul, and all officers, shareholders, directors, employees and agents of U-Haul and of any affiliated companies or persons (collectively, the "Indemnified Persons") harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in connection with the management of the Property (including the loss of use thereof following any damage, injury or destruction), arising from any cause except for the willful misconduct or gross negligence on the part of the Indemnified Persons. In addition, no Indemnified Person shall be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereafter, except in cases of willful misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from any and all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and claims in connection with the management of the Property arising from the willful misconduct of, gross negligence of, or breach of this Agreement by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for the acts or omissions of U-Haul's officers, shareholders, directors, employees, and agents except for U-Haul's own gross negligence or willful misconduct. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. U-Haul shall have the right to assign this Agreement to an affiliate or a wholly or 7 majority owned subsidiary; provided, however, any such assignee must assume all obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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 shall be 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. 8 14. Attorneys' Fees. If it shall become necessary for any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner": Twenty-Three SAC Self-Storage Corporation, a Nevada corporation By: _______________________________ Its: ______________________________ 10 "U-Haul" U-Haul Co. of Arizona, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Arkansas, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of California, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Louisiana, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Maryland, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Missouri, Inc. By: _______________________________ Gary V. Klinefelter, Secretary 11 U-Haul Co. of New York, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Oklahoma, Inc. By: _______________________________ Gary V. Klinefelter, Secretary U-Haul Co. of Texas, Inc. By: _______________________________ Gary V. Klinefelter, Secretary 12 Exhibit A 710077 U-HAUL OF FLORIN RD SACRAMENTO WEST CA 95822 721021 U-HAUL CENTER 19TH & BELL PHOENIX WEST AZ 85023 736071 U-HAUL CT HAZELWOOD HAZELWOOD MO 63042 738057 U-HAUL DOWNTOWN OKLAHOMA CITY OK 73129 741035 U-HAUL CENTER ADDISON CARROLLTON TX 75006 742054 U-HAUL KANIS ROAD LITTLE ROCK AR 72204 744070 U-HAUL NACO-PERRIN SAN ANTONIO TX 78217 747074 U-HAUL CT GENTILLY NEW ORLEANS LA 70126 806024 U-HAUL CENTER CORAM CORAM NY 11727 820022 U-HAUL CT PULASKI HY BALTIMORE MD 21224 13 EX-10.41 11 p67178exv10w41.txt EX-10.41 EXHIBIT 10.41 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of March __, 2002 among Twenty-Four SAC Self-Storage Limited Partnership, a Nevada limited partnership, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise 1 provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be deposited into a bank account maintained by U-Haul (or its parent company) as for the benefit of the Owner. To the extent that the Gross Revenues are deposited into a collective account maintained by U-Haul (or its parent company) for the benefit of multiple property owners, U-Haul (or its parent company) shall reconcile such account daily and maintain such records as shall clearly identify each day the respective interest of each owner in such collective account. Gross Revenues of the Owner shall be applied first to the repayment of Owner's senior debt with respect to the Property, and then to U-Haul in reimbursement of expenses and for management fees as provided under Section 4 below. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager agrees that its monthly Management Fee shall be 5 subordinate to that month's principal balance and interest payment on any first lien position mortgage loan on the Property. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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. 6 Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including the loss of use thereof following any damage, injury or destruction), arising from any cause or matter whatsoever except to the extent attributable to the willful misconduct or gross negligence on the part of the Indemnified Persons. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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. 7 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 shall be 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. 8 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 any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner" Twenty-Four SAC Self-Storage Limited Partnership, a Nevada limited partnership Twenty-Four SAC Self-Storage GP Corporation, Its General Partner By: ------------------------------------- Mark V. Shoen, President [Signature of U-Haul on next page] 10 "U-Haul" 11 Exhibit A List of Properties and Managers 12 U-Haul Co. of California ------------------------------------- Gary V. Klinefelter 13 U-Haul Co. of Colorado ------------------------------------- Gary V. Klinefelter 14 U-Haul Co. of Florida ------------------------------------- Gary V. Klinefelter 15 U-Haul Co. of Maryland, Inc. ------------------------------------- Gary V. Klinefelter 16 U-Haul Co. of Massachusetts, Inc. ------------------------------------- Gary V. Klinefelter 17 U-Haul Co. of Nebraska ------------------------------------- Gary V. Klinefelter 18 U-Haul Co. of Nevada, Inc. ------------------------------------- Gary V. Klinefelter 19 U-Haul Co. of New Hampshire, Inc. ------------------------------------- Gary V. Klinefelter 20 U-Haul Co. of New York, Inc. ------------------------------------- Gary V. Klinefelter 21 U-Haul Co. of South Carolina, Inc. ------------------------------------- Gary V. Klinefelter 22 U-Haul Co. of Tennessee ------------------------------------- Gary V. Klinefelter 23 U-Haul Co. of Texas ------------------------------------- Gary V. Klinefelter 24 U-Haul Co. of Utah, Inc. ------------------------------------- Gary V. Klinefelter 25 U-Haul Co. of Virginia ------------------------------------- Gary V. Klinefelter 26 U-Haul Co. of Washington ------------------------------------- Gary V. Klinefelter 27 U-Haul Co. of Wisconsin, Inc. ------------------------------------- Gary V. Klinefelter 28 EXHIBIT `A' LIST OF PROPERTIES

U-HAUL NUMBER PROPERTY NAME PROPERTY ADDRESS CITY STATE ZIP ------ -------------------- -------------------- ------------------ ----- ----- 706081 U-HAUL CTR OF CARSON 1498 EAST WILLIAMS CARSON CITY NV 89701 715075 U-HAUL WESTMINSTER 7422 GARDEN GROVE BV WESTMINSTER CA 92683 717081 U-HAUL CTR OF POWAY 13210 POWAY RD POWAY CA 92064 720058 U-HAUL CT BOUNTIFUL 2150 S 500 WEST BOUNTIFUL UT 84010 701065 U-HAUL WEST SEATTLE 6343 35TH AVE SW SEATTLE WA 98126 730063 U-HAUL 48 & VINE 740 N 48TH STREET LINCOLN NE 68504 740068 U-HAUL CTR KELL HWY 2817 KELL BLVD WICHITA FALLS TX 76308 803064 U-HAUL OF YONKERS 155 SAW MILL RVR RD YONKERS NY 10701 778056 U-HAUL CT BEAL PKWY 631 N BEAL PARKWAY FORT WALTON BEACH FL 32548 750083 U-HAUL OF CAPITAL D 505 E CAPITAL DR MILWAUKEE WI 53212 770082 U-HAUL CT NORTHGATE 9178 COLERAIN AVE CINCINNATI OH 45239 774062 U-HAUL HIXSON PIKE 4001 HIXSON PIKE CHATTANOOGA TN 37415 835046 U-HAUL CENTER MESQUITE 2349 EAST HWY 80 MESQUITE TX 75150 783058 U-HAUL DORCHESTER 4788 DORCHESTER AVE CHARLESTON SC 29405 883069 U-HAUL STORAGE 5400 OAKLAWN OAKLAWN BLVD BOULEVARD PRINCE GEORGE VA 23875 790055 U-HAUL DAN WEBSTER 288 DAN WEBSTER HWY SOUTH NASHUA NH 3060 818072 U-HAUL RANDOLPH RD 12025 PARKLAWN DRIVE ROCKVILLE MD 20852 824020 U-HAUL CENTER AIRPORT 2902 HERSHBERGER RD ROANOKE VA 24017 834024 U-HAUL CENTER S FEDERAL 2322 S FEDERAL DENVER SOUTH CO 80219

29 EX-10.42 12 p67178exv10w42.txt EX-10.42 EXHIBIT 10.42 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of March 28, 2002 among Twenty-Five SAC Self-Storage Limited Partnership, a Nevada limited partnership, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise 1 provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be deposited into a bank account maintained by U-Haul (or its parent company) as for the benefit of the Owner. To the extent that the Gross Revenues are deposited into a collective account maintained by U-Haul (or its parent company) for the benefit of multiple property owners, U-Haul (or its parent company) shall reconcile such account daily and maintain such records as shall clearly identify each day the respective interest of each owner in such collective account. Gross Revenues of the Owner shall be applied first to the repayment of Owner's senior debt with respect to the Property, and then to U-Haul in reimbursement of expenses and for management fees as provided under Section 4 below. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager agrees that its monthly Management Fee shall be 5 subordinate to that month's principal balance and interest payment on any first lien position mortgage loan on the Property. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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. 6 Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including the loss of use thereof following any damage, injury or destruction), arising from any cause or matter whatsoever except to the extent attributable to the willful misconduct or gross negligence on the part of the Indemnified Persons. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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. 7 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 shall be 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. 8 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 any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner" Twenty-Five SAC Self-Storage Limited Partnership, a Nevada limited partnership Twenty-Five SAC Self-Storage GP Corporation, Its General Partner By: ------------------------------------ Mark V. Shoen, President [Signature of U-Haul on next page] 10 "U-Haul" 11 Exhibit A List of Properties and Managers 12 U-Haul Co. of Arizona ------------------------------------- Gary V. Klinefelter 13 U-Haul Co. of California ------------------------------------- Gary V. Klinefelter 14 U-Haul Co. of Colorado ------------------------------------- Gary V. Klinefelter 15 U-Haul Co. of Florida ------------------------------------- Gary V. Klinefelter 16 U-Haul Co. of Georgia ------------------------------------- Gary V. Klinefelter 17 U-Haul Co. of Iowa, Inc. ------------------------------------- Gary V. Klinefelter 18 U-Haul Co. of Louisiana ------------------------------------- Gary V. Klinefelter 19 U-Haul Co. of Michigan ------------------------------------- Gary V. Klinefelter 20 U-Haul Co. of Oklahoma ------------------------------------- Gary V. Klinefelter 21 U-Haul Co. of Texas ------------------------------------- Gary V. Klinefelter 22 U-Haul Co. of Virginia ------------------------------------- Gary V. Klinefelter 23 EXHIBIT `A' LIST OF PROPERTIES

U-HAUL NUMBER PROPERTY NAME PROPERTY ADDRESS CITY STATE ZIP ------ ------------- ---------------- ---- ----- --- 714042 U-HAUL CENTER 2320 NORTH LINCOLN FOOTHILLS AVE ALTADENA CA 91001 714046 U-HAUL CANYON COUNTRY 27150 SIERRA HWY CANYON COUNTRY CA 91351 737025 U-HAUL CENTER OF RUNDBERG 10125 NORTH IH 35 AUSTIN TX 78753 752026 U-HAUL STATE STREET CENTER 3655 SOUTH STATE ANN ARBOR MI 48104 761074 U-HAUL PEORIA PLAZA 6105 SOUTH PEORIA TULSA OK 74136 776054 U-HAUL JONESBORO RD 4374 THURMOND ROAD FOREST PARK GA 30297 793074 U-HAUL CENTER SOUTHEAST 4001 SE 14TH STREET DES MOINES IA 50320 776069 U-HAUL COVINGTON HY 4360 COVINGTON HWY DECATUR GA 30032 829070 U-HAUL ALTAMONTE SPRINGS 598 WEST HWY 436 ALTAMONTE SPRINGS FL 32714 834021 U-HAUL CENTER SANTA 0 FE DR 4849-4859 S SANTA FE LITTLETON CO 8012 713021 U-HAUL LEFFINGWELL 15707 LEFFINGWELL ROAD WHITTIER CA 90603 836031 U-HAUL CENTER HALTOM CITY 5201 DENTON HWY HALTOM CITY TX 76148 836048 U-HAUL CENTER WESTSIDE 1000 HWY 183 & I-30 FORT WORTH TX 76114 723024 U-HAUL CTR GILBERT 1230 NORTH GILBERT & HOUSTON ROAD GILBERT AZ 85234 825051 U-HAUL CT ARAGONA 4950 VA BEACH BLVD VIRGINIA BEACH VA 23462 883070 U-HAUL STORAGE 4725 JEFFERSON PARK PRINCE GEORGE ROAD PRINCE GEORGE VA 23875

24 743056 U-HAUL CT NORTHSIDE 1605 NORTH HEARNE SHREVEPORT LA 71107 788080 U-HAUL FIVE POINTS 2801 NORTH DIXIE HIGHWAY FORT LAUDERDALE FL 33334 Twenty-Five SAC Self-Storage Limited Partnership 25 EX-10.43 13 p67178exv10w43.txt EX-10.43 EXHIBIT 10.43 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of March 28, 2002 among Twenty-Six SAC Self-Storage Limited Partnership, a Nevada limited partnership, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise 1 provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be deposited into a bank account maintained by U-Haul (or its parent company) as for the benefit of the Owner. To the extent that the Gross Revenues are deposited into a collective account maintained by U-Haul (or its parent company) for the benefit of multiple property owners, U-Haul (or its parent company) shall reconcile such account daily and maintain such records as shall clearly identify each day the respective interest of each owner in such collective account. Gross Revenues of the Owner shall be applied first to the repayment of Owner's senior debt with respect to the Property, and then to U-Haul in reimbursement of expenses and for management fees as provided under Section 4 below. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager agrees that its monthly Management Fee shall be 5 subordinate to that month's principal balance and interest payment on any first lien position mortgage loan on the Property. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (B) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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. 6 Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including the loss of use thereof following any damage, injury or destruction), arising from any cause or matter whatsoever except to the extent attributable to the willful misconduct or gross negligence on the part of the Indemnified Persons. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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. 7 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 shall be 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. 8 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 any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner" Twenty-Six SAC Self-Storage Limited Partnership, a Nevada limited partnership Twenty-Six SAC Self-Storage GP Corporation, Its General Partner By: --------------------------------- Mark V. Shoen, President [Signature of U-Haul on next page] 10 "U-Haul" 11 Exhibit A List of Properties and Managers 12 U-Haul Co. of California ------------------------------------- Gary V. Klinefelter 13 U-Haul Co. of Florida ------------------------------------- Gary V. Klinefelter 14 U-Haul Co. of South Dakota, Inc. ------------------------------------- Gary V. Klinefelter 15 EXHIBIT `A' LIST OF PROPERTIES

U-HAUL NUMBER PROPERTY NAME PROPERTY ADDRESS CITY STATE ZIP ------ ------------- ---------------- ---- ----- --- 708066 U-HAUL CTR BAYSHORE 1575 BAYSHORE BLVD SAN FRANCISCO CA 94124 786069 U-HAUL PINELLAS CNT 23917 US 19 NORTH CLEARWATER FL 34623 716024 U-HAUL CENTER GAREY 2190 NORTH GAREY AVENUE AVENUE POMONA CA 91767 725069 U-HAUL CTR DEADWOOD 20 DEADWOOD AVE RAPID CITY SD 57702 785057 U-HAUL CTR ORLANDO 3500 S ORANGE AVE ORLANDO FL 32807

16 EX-10.44 14 p67178exv10w44.txt EX-10.44 EXHIBIT 10.44 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as of March 28, 2002 among Twenty-Seven SAC Self-Storage Limited Partnership, a Nevada limited partnership, with its principal place of business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified on Exhibit A attached hereto and incorporated herein by reference (each such property manager is respectively referred to herein as "U-Haul"). RECITALS A. Owner owns the real property and self-storage related improvements thereon located at the street addresses identified on Exhibit A hereto (hereinafter, collectively the "Property"). B. Owner intends that the Property be rented on a space-by-space retail basis to corporations, partnerships, individuals and/or other entities for use as self-storage facilities. C. Owner desires that U-Haul manage the Property and U-Haul desires to act as the property manager for the Property, all in accordance with the terms and conditions of this Agreement and as more specifically designated on Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and U-Haul hereby agree as follows. 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, and/or U-Haul affiliates, is in the business of managing self-storage facilities, both for its own account and for the account of others. It is hereby expressly agreed that notwithstanding this Agreement, U-Haul and such affiliates may continue to engage in such activities, may manage facilities other than those presently managed by U-Haul and its affiliates (whether or not such other facilities may be in direct or indirect competition with Owner) and may in the future engage in other business which may compete directly or indirectly with activities of Owner. (c) In the performance of their respective duties under this Agreement, each U-Haul property manager shall occupy the position of an independent contractor with respect to Owner. Nothing contained herein shall be construed as making the parties hereto (or any of them) partners or joint venturors, nor (except as expressly otherwise 1 provided for herein) construed as making U-Haul an agent or employee of Owner or of any other U-Haul property manager hereunder. 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, to execute such documents and instruments as, in the sole judgment of U-Haul, are reasonably necessary or advisable under the circumstances in order to fulfill U-Haul's duties hereunder. Such duties and authority shall include, without limitation, those set forth below. (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and procedures for the marketing activities for the Property, and may advertise the Property through such media as U-Haul deems advisable, including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may jointly advertise the Property with other properties owned or managed by U-Haul, and in that event, U-Haul shall reasonably allocate the cost of such advertising among such properties. (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute, supervise and have control over the making and executing of all decisions concerning the acquisition of furniture, fixtures and supplies for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for and supervise the installation of all capital improvements related to the Property; provided, however, that U-Haul agrees to secure the prior written approval of Owner on all such 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 emergency-related expenditures are necessary to protect the Property from damage or to maintain services to the tenants as called for in their respective 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 2 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. (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits required or advisable (in the sole judgment of U-Haul) in connection with the management and operation of the Property. (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 such other location as U-Haul shall determine, and shall be available and open to examination and audit quarterly by Owner, its representatives, any mortgagee of the Property, and such 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, a monthly statement of receipts, expenses and charges, together with a statement of the disbursements made by U-Haul during such period on Owner's behalf. (i) [Reserved]. (j) COLLECTION. U-Haul shall be responsible for the billing and collection of all accounts receivable and for payment of all accounts payable with respect to the Property and shall be responsible for establishing policies and procedures to minimize the amount of bad debts. 3 (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in the name of Owner, any and all legal actions or proceedings U-Haul deems necessary or advisable to collect charges, rent or other income due to Owner with respect to the Property and 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. (l) INSURANCE. U-Haul shall use its best efforts to assure that there is obtained and maintained in force, fire, comprehensive liability and other insurance policies in amounts generally carried with respect to similar facilities. U-Haul may in its discretion obtain employee theft or similar insurance in amounts and with such deductibles as U-Haul deems appropriate. U-Haul shall promptly provide Owner with such certificates of insurance as Owner may reasonably request in writing, evidencing such insurance coverage. (m) TAXES. During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes. (n) [RESERVED]. (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 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 a term of one year and are not terminable on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such materials, supplies, insurance and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses greater than would otherwise be incurred at competitive prices and terms available in the area where the 4 Property is located; and provided further, U-Haul shall give Owner access to records so Owner may review any such expenses incurred. (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined) shall be deposited into a bank account maintained by U-Haul (or its parent company) as for the benefit of the Owner. To the extent that the Gross Revenues are deposited into a collective account maintained by U-Haul (or its parent company) for the benefit of multiple property owners, U-Haul (or its parent company) shall reconcile such account daily and maintain such records as shall clearly identify each day the respective interest of each owner in such collective account. Gross Revenues of the Owner shall be applied first to the repayment of Owner's senior debt with respect to the Property, and then to U-Haul in reimbursement of expenses and for management fees as provided under Section 4 below. 3. Duties of Owner. Owner hereby agrees to cooperate with U-Haul in the performance of U-Haul's duties under this Agreement and to that end, upon the request of U-Haul, to provide, at such rental charges, if any, as are deemed appropriate, reasonable office space for U-Haul employees on the premises of the Property and to give U-Haul access to all files, books and records of Owner relevant to the Property. Owner shall not unreasonably withhold or delay any consent or authorization to U-Haul required or appropriate under this Agreement. 4. Compensation of U-Haul. (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for the services herein provided a fee (the "Management Fee") equal to six percent (6%) of the "Gross Revenue" derived from or connected with the Property so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts (excluding security deposits unless and until Owner recognizes the same as income) of Owner (whether or not received by U-Haul on behalf or for the account of 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 shall be paid promptly at the end of each calendar quarter and shall be calculated on the basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall be paid to each U-Haul property manager herein identified based on the Gross Revenue of each respective Property for which such property manager is responsible as set forth on Exhibit A hereto. Each property manager agrees that its monthly Management Fee shall be 5 subordinate to that month's principal balance and interest payment on any first lien position mortgage loan on the Property. It is understood and agreed that the Management Fee will not be reduced by the cost to Owner of those employees and independent contractors engaged by or for Owner, including but not limited to the categories of personnel specifically referred to in Section 2(d). Except as provided in this Section 4, it is further understood and agreed that U-Haul shall not be entitled to additional compensation of any kind in connection with the performance by it of its duties under this Agreement. (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection with the management and operation of the Property, including, without limitation, taxes, insurance, operational expenses, overhead, litigation and dispute resolution related expenses, capital improvement expenses, and costs of sales. 5. Use of Trademarks, Service Marks and Related Items. Owner acknowledges the significant value of the "U-Haul" name in the operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this agreement at any time for any reason, all such use by and for the benefit of 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 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. 6 Owner or U-Haul may terminate this Agreement with or without cause by giving not less than thirty days' written notice to the other party pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed under this Agreement when due, U-Haul may terminate this Agreement by giving Owner not less than ten days written notice pursuant to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall not resign as property manager of the Property until a nationally recognized and reputable successor property manager is available and prepared to assume property management responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including the loss of use thereof following any damage, injury or destruction), arising from any cause or matter whatsoever except to the extent attributable to the willful misconduct or gross negligence on the part of the Indemnified Persons. 8. Assignment. This Agreement may be assigned by Owner in connection with any mortgage loan on the Property, whether pursuant to a conditional or unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such assignee and U-Haul shall not be released from its liabilities hereunder unless 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. 7 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 shall be 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. 8 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 any party hereto to engage attorneys to institute legal action for the purpose of enforcing their respective rights hereunder or for the purpose of defending legal action brought by the other party hereto, the party or parties prevailing in such litigation shall be entitled to receive all costs, expenses and fees (including reasonable attorneys' fees) incurred by it in such litigation (including appeals). 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Scope of Property Manager Responsibility. The duties, obligations and liability of each property manager identified herein shall extend only so far as to relate to the Property for which such property manager is managing located in the domicile state of such property manager, as more specifically described on Exhibit A hereto, 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. [Rest of page intentionally left blank] 9 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. "Owner" Twenty-Seven SAC Self-Storage Limited Partnership, a Nevada limited partnership Twenty-Seven SAC Self-Storage GP Corporation, Its General Partner By: _________________________________ Mark V. Shoen, President [Signature of U-Haul on next page] 10 "U-Haul" 11 Exhibit A List of Properties and Managers 12 U-Haul Co. of Arizona ------------------------------------- Gary V. Klinefelter 13 U-Haul Co. of California ------------------------------------- Gary V. Klinefelter 14 U-Haul Co. of Florida ------------------------------------- Gary V. Klinefelter 15 U-Haul Co. of Georgia ------------------------------------- Gary V. Klinefelter 16 U-Haul Co. of Maryland, Inc. ------------------------------------- Gary V. Klinefelter 17 U-Haul Co. of New Mexico, Inc. ------------------------------------- Gary V. Klinefelter 18 U-Haul Co. of New Hampshire, Inc. ------------------------------------- Gary V. Klinefelter 19 U-Haul Co. of New York, Inc. ------------------------------------- Gary V. Klinefelter 20 U-Haul Co. of North Carolina ------------------------------------- Gary V. Klinefelter 21 U-Haul Co. of Pennsylvania ------------------------------------- Gary V. Klinefelter 22 U-Haul Co. of Rhode Island ------------------------------------- Gary V. Klinefelter 23 U-Haul Co. of Tennessee ------------------------------------- Gary V. Klinefelter 24 U-Haul Co. of Texas ------------------------------------- Gary V. Klinefelter 25 U-Haul Co. of Virginia ------------------------------------- Gary V. Klinefelter 26 U-Haul Co. of Wisconsin, Inc. ------------------------------------- Gary V. Klinefelter 27 EXHIBIT `A' LIST OF PROPERTIES

U-HAUL NUMBER PROPERTY NAME PROPERTY ADDRESS CITY STATE ZIP - ------------- ------------- ---------------- ---- ----- --- 706067 U-HAUL CTR OF AUBURN 5220 AUBURN BLVD SACRAMENTO EAST CA 95841 713044 U-HAUL CHARTER OAKS 1961 E COVINA BLVD COVINA CA 91724 716058 U-HAUL CENTRAL CITY 110 SOUTH D STREET SAN BERNARDINO CA 92401 724085 U-HAUL CT SAN MATEO 4020 SAN MATEO NE ALBUQUERQUE NM 87110 744079 U-HAUL CTR SOUTH PK 1826 SW MILITARY DR SAN ANTONIO TX 78221 746086 U-HAUL CT BISSONET 6808 BISSONET HOUSTON SOUTH TX 77074 749072 U-HAUL CENTER WEST TOWNE 522 WEST PLATTE DRIVE MADISON WI 53719 790061 U-HAUL CTR CONCORD 29 STICKNEY AVE CONCORD NH 3302 774056 U-HAUL E ASHEVILLE 387 SWANNANOA RIV RD ASHEVILLE NC 28805 776037 UNIVERSITY U-HAUL CENTER 2900 ATLANTA HWY ATHENS GA 30604 784067 U-HAUL US #1 SOUTH 5630 PHILLIPS HWY JACKSONVILLE FL 32207 787071 U-HAUL CENTER HIALEAH 6150 W 20TH AVENUE HIALEAH GARDENS FL 33016 796063 U-HAUL CTR NEWPORT 111 CONNELL HWY NEWPORT RI 2840 808086 U-HAUL CENTER OF WILMINGTON 2920 GOVERNOR PRINTZ WILMINGTON DE 19802 820025 U-HAUL WASHINGTON BV 2929 WASHINGTON BLVD BALTIMORE MD 21230 825064 U-HAUL GREENBRIER 664 WOODLAKE DR CHESAPEAKE VA 23320 882064 U-HAUL STORAGE ARENA 410 SOUTH 2ND STREET PHOENIX WEST AZ 85004 802073 U-HAUL CENTER BELLEROSE 251-37 JAMAICA AVE BELLEROSE NY 11426 772021 U-HAUL CENTER MT JULIET 14535 LEBANON ROAD OLD HICKORY TN 37138 812021 U-HAUL CT ALLEGHENY 747 W ALLEGHENY AVE PHILADELPHIA NORTH PA 19133

28 EX-10.45 15 p67178exv10w45.txt EX-10.45 EXHIBIT 10.45 EXECUTION COPY - -------------------------------------------------------------------------------- 3-YEAR CREDIT AGREEMENT Dated as of June 28, 2002 Among AMERCO, The Lenders Named Herein, Bank of America, N.A., as Syndication Agent, Bank One, NA, with its main office in Chicago, Illinois, as Documentation Agent and JPMorgan Chase Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., As Sole Bookrunner and Sole Lead Arranger - -------------------------------------------------------------------------------- TABLE OF CONTENTS

Page ---- ARTICLE I. DEFINITIONS...................................................................................2 SECTION 1.01. Defined Terms...........................................................................2 SECTION 1.02. Terms Generally........................................................................21 ARTICLE II. THE COMMITMENTS.............................................................................21 SECTION 2.01. Commitments............................................................................21 SECTION 2.02. Committed Loans........................................................................21 SECTION 2.03. Competitive Loans......................................................................23 SECTION 2.04. Notes; Repayment of Loans..............................................................26 SECTION 2.05. Intentionally Omitted..................................................................26 SECTION 2.06. Fees...................................................................................26 SECTION 2.07. Interest on Loans......................................................................27 SECTION 2.08. Additional Interest....................................................................27 SECTION 2.09. Alternate Rate of Interest.............................................................28 SECTION 2.10. Termination and Reduction of Commitments...............................................28 SECTION 2.11. Prepayment.............................................................................29 SECTION 2.12. Reserve Requirements; Change in Circumstances..........................................30 SECTION 2.13. Change in Legality.....................................................................31 SECTION 2.14. Indemnity..............................................................................32 SECTION 2.15. Pro Rata Treatment.....................................................................32 SECTION 2.16. Sharing of Setoffs.....................................................................32 SECTION 2.17. Payments...............................................................................33 SECTION 2.18. Taxes..................................................................................33 SECTION 2.19. Termination or Assignment of Commitments Under Certain Circumstances..........................................................................35 SECTION 2.20. Increase in Commitments................................................................36 ARTICLE III. REPRESENTATIONS AND WARRANTIES.............................................................37 SECTION 3.01. Organization; Powers...................................................................38 SECTION 3.02. Authorization..........................................................................38 SECTION 3.03. Enforceability.........................................................................38 SECTION 3.04. Governmental and Other Approvals.......................................................38 SECTION 3.05. Financial Statements...................................................................38 SECTION 3.06. No Material Adverse Change.............................................................39 SECTION 3.07. Title to Properties; Possession Under Leases...........................................39 SECTION 3.08. Subsidiaries...........................................................................39 SECTION 3.09. Litigation; Compliance with Laws.......................................................39 SECTION 3.10. Agreements.............................................................................39 SECTION 3.11. Federal Reserve Regulations............................................................40 SECTION 3.12. Governmental Regulation................................................................40 SECTION 3.13. Use of Proceeds........................................................................40 SECTION 3.14. Tax Returns............................................................................40 SECTION 3.15. No Material Misstatements..............................................................40

i SECTION 3.16. Employee Benefit Plans.................................................................41 SECTION 3.17. Environmental and Safety Matters.......................................................41 SECTION 3.18. Patents, Licenses, Franchises and Formulas.............................................42 SECTION 3.19. Priority Indebtedness..................................................................42 SECTION 3.20. Liquidity..............................................................................43 ARTICLE IV. CONDITIONS OF LENDING.......................................................................43 SECTION 4.01. Initial Credit Event...................................................................43 SECTION 4.02. Each Credit Event......................................................................45 ARTICLE V. AFFIRMATIVE COVENANTS........................................................................46 SECTION 5.01. Existence; Businesses and Properties...................................................46 SECTION 5.02. Insurance..............................................................................46 SECTION 5.03. Obligations and Taxes..................................................................46 SECTION 5.04. Financial Statements, Reports, etc.....................................................47 SECTION 5.05. ERISA..................................................................................51 SECTION 5.06. Maintaining Records; Access to Properties and Inspections..............................51 SECTION 5.07. Use of Proceeds........................................................................52 SECTION 5.08. Equal Security for Loans and Notes; Ratable Guaranties.................................52 SECTION 5.09. Pari Passu Ranking.....................................................................52 SECTION 5.10. Corporate Franchises, Patents and Licenses.............................................52 SECTION 5.11. Additional Guarantors; Additional Collateral...........................................53 SECTION 5.12. Additional Financings..................................................................54 SECTION 5.13. Delivery of Corporate Documents........................................................54 ARTICLE VI. NEGATIVE COVENANTS..........................................................................54 SECTION 6.01. Limitations on Restrictions on Subsidiary Dividends, etc...............................54 SECTION 6.02. Priority Indebtedness..................................................................55 SECTION 6.03. Liens..................................................................................55 SECTION 6.04. Mergers, Consolidations and Sales of Assets............................................57 SECTION 6.05. Disposition of Capital Stock of Subsidiaries of the Borrower...........................57 SECTION 6.06. Sale of Receivables....................................................................58 SECTION 6.07. Transactions with Affiliates...........................................................58 SECTION 6.08. Business of Borrower and its Subsidiaries..............................................58 SECTION 6.09. Preferred Stock........................................................................58 SECTION 6.10. Restricted Payments....................................................................68 SECTION 6.11. Transfers of Assets to Insurance Subsidiaries..........................................59 SECTION 6.12. Private Placement Amendment............................................................59 SECTION 6.13. Intercompany Indebtedness..............................................................59 ARTICLE VII. FINANCIAL COVENANTS........................................................................59 SECTION 7.01. Indebtedness...........................................................................60 SECTION 7.02. Consolidated Tangible Net Worth........................................................60 SECTION 7.03. Fixed Charge Coverage Ratio............................................................60 ARTICLE VIII. EVENTS OF DEFAULT.........................................................................60 ii ARTICLE IX. THE ADMINISTRATIVE AGENT....................................................................63 ARTICLE X. MISCELLANEOUS................................................................................66 SECTION 10.01. Notices...............................................................................66 SECTION 10.02. Survival of Agreement.................................................................67 SECTION 10.03. Binding Effect........................................................................67 SECTION 10.04. Successors and Assigns................................................................67 SECTION 10.05. Expenses; Indemnity...................................................................71 SECTION 10.06. Right of Setoff.......................................................................72 SECTION 10.07. Applicable Law........................................................................72 SECTION 10.08. Waivers; Amendment....................................................................72 SECTION 10.09. Interest Rate Limitation..............................................................73 SECTION 10.10. Independence of Covenants.............................................................73 SECTION 10.11. Change in Accounting Principles.......................................................73 SECTION 10.12. Entire Agreement......................................................................74 SECTION 10.13. Waiver of Jury Trial..................................................................74 SECTION 10.14. Severability..........................................................................75 SECTION 10.15. Counterparts..........................................................................75 SECTION 10.16. Headings..............................................................................75 SECTION 10.17. Jurisdiction; Consent to Service of Process...........................................75 EXHIBITS AND SCHEDULES Exhibit A - Form of Note Exhibit B - Form of Assignment and Acceptance Exhibit C - Form of Administrative Questionnaire Exhibit D - Form of Compliance Certificate Exhibit E - Form of Legal Opinions Exhibit F-1 - Form of Competitive Bid Request Exhibit F-2 - Form of Notice of Competitive Bid Request Exhibit F-3 - Form of Competitive Bid Exhibit F-4 - Form of Competitive Bid Accept/Reject Letter Exhibit G - Form of Joinder Agreement Exhibit H - Form of Guaranty Exhibit I - Form of Pledge Agreement Exhibit J - Form of Intercompany Note Schedule 1.01 - Existing Debt Agreements to be Paid Off and Terminated on Closing Date Schedule 2.01 - Lenders and Initial Commitments Schedule 3.08 - Subsidiaries of the Borrower Schedule 3.19 - Priority Indebtedness Schedule 6.01 - Existing Indebtedness Schedule 6.03 - Liens securing Indebtedness in Excess of $1,000,000 iii 3-YEAR CREDIT AGREEMENT 3-YEAR CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement" or the "Facility") dated as of June 28, 2002 among AMERCO, a Nevada corporation (the "Borrower"), the banks, financial institutions, and other entities listed in Schedule 2.01 (together with each entity which becomes a "Lender" pursuant to Section 10.04, individually, a "Lender" and collectively, the "Lenders"), J.P. Morgan Securities Inc. as Sole Lead Arranger and Sole Bookrunner ("JPMorgan" and, in such capacity, the "Lead Arranger"), Bank of America, N.A., as syndication agent (in such capacity, the "Syndication Agent"), Bank One, NA, with its main office in Chicago, Illinois, as Documentation Agent (in such capacity, the "Documentation Agent") and JPMORGAN CHASE BANK, as administrative agent for the Lenders ("JPMCB" and, in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, the Borrower has requested the Lenders to extend credit in order to enable the Borrower, subject to the terms and conditions of this Agreement, to borrow on a competitive basis or on a revolving basis, at any time and from time to time prior to the Maturity Date (as defined herein), in an aggregate principal amount at any time outstanding not in excess of the Total Commitment (as defined herein), and the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: ARTICLE I. DEFINITIONS SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans. "ABR Loan" shall mean any Committed Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II. "Adjusted Capitalization" shall mean (a) Consolidated Tangible Net Worth plus (b) Consolidated Indebtedness. "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Adjusted Operating Earnings" shall mean for any period Consolidated Net Income for such period plus (a) to the extent deducted in determining such Consolidated Net Income, the sum of (i) extraordinary losses (net of any credits against or reduction of Federal and state income taxes resulting from such loss), determined in accordance with GAAP, (ii) depreciation and amortization, (iii) all taxes on or measured by income, whether Federal, state, local or otherwise, including any deferred portions thereof and (iv) all Fixed Charges, less (b) to the extent added in determining such Consolidated Net Income, extraordinary gains (net of any increases in Federal and state income taxes resulting from such gain), determined in accordance with GAAP. "Administrative Questionnaire" shall mean an Administrative Questionnaire in the form of Exhibit C. "Affiliate" shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the rate of interest publicly announced by the Administrative Agent as its prime rate in effect at its principal office in New York City (the "Prime Rate") on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.5%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Annual Statement" shall mean, as to any Insurance Subsidiary, the annual financial statement of such Insurance Subsidiary as required to be filed with the Applicable Insurance Regulatory Authority, together with all exhibits or schedules filed therewith, prepared in conformity with SAP. References to amounts on particular exhibits, schedules, lines, pages, columns of the Annual Statement are based on the format promulgated by the NAIC for 2001 Property and Casualty Company Annual Statements. If such format is changed in future years so that different information is contained in such items or they no longer exist, it is understood that the reference is to information consistent with that reported in the referenced item in the 2001 Annual Statement of such Insurance Subsidiary. "Applicable Facility Fee Percentage" shall mean on any date the applicable percentage set forth below based upon the ratings applicable on such date to the Borrower's senior, unsecured, non-credit enhanced long term indebtedness for borrowed money ("Index Debt"): 3

APPLICABLE RATING FACILITY FEE CATEGORY PERCENTAGE -------- ------------ Rating 0.50% ------ BBB+ by S&P Baa1 by Moody's, or above Rating 0.625% ------ BBB by S&P Baa2 by Moody's Rating 0.625% ------ BBB- by S&P Baa3 by Moody's Rating 0.75% ------ BB+ by S&P Ba1 by Moody's Rating 0.75% ------ BB by S&P Ba2 by Moody's, or below

For purposes of the foregoing, if the ratings established or deemed to have been established by Moody's and S&P for the Borrower's Index Debt shall fall within different Rating Categories, the Applicable Facility Fee Percentage shall be based on the higher of the two ratings unless one of the two ratings is two or more Rating Categories lower than the other, in which case the Applicable Facility Fee Percentage shall be determined by reference to the Rating Category next above that of the lower of the two ratings. If the ratings established or deemed to have been established by Moody's and S&P for the Borrower's Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent or a Lender. Each change in the Applicable Facility Fee Percentage shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If Moody's or S&P shall change its rating system, or if either such rating agency shall cease to be in the business of rating corporate debt obligations (any such event, a "Rating Event" and any such agency, a "Rating Event Agency"), the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Rating Event Agency. Pending the effectiveness of 4 any such amendment, the Applicable Facility Fee Percentage shall be based on the rating by the Rating Event Agency in effect immediately prior to the Rating Event and the rating of the other rating agency in the manner set forth above. If, other than as a result of a Rating Event, (i) either Moody's or S&P ceases to rate the Borrower's Index Debt, the Applicable Facility Fee Percentage shall be based on the rating by the rating agency which has continued to rate the Borrower's Index Debt and the lowest rating in the grid above for the rating agency which has ceased to rate the Borrower's Index Debt in the manner set forth above and (ii) both Moody's and S&P cease to rate the Borrower's Index Debt, the Applicable Facility Fee Percentage shall be based on the lowest rating in the grid above. "Applicable Insurance Regulatory Authority" shall mean, when used with respect to any Insurance Subsidiary, the insurance department or similar administrative authority or agency located in (a) each state in which such Insurance Subsidiary is domiciled or (b) to the extent asserting regulatory jurisdiction over such Insurance Subsidiary, the insurance department, authority or agency in each state in which such Insurance Subsidiary is licensed, and shall include any Federal insurance regulatory department, authority or agency that may be created and that asserts regulatory jurisdiction over such Insurance Subsidiary. "Applicable Law" shall mean all provisions of statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to a Person, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party. "Applicable Margin" shall mean on any date, with respect to the Loans, the applicable spread set forth below (expressed as a percentage) based upon the ratings applicable on such date to the Borrower's Index Debt: 5

RATING APPLICABLE CATEGORY MARGIN -------- ---------- Rating 1.00% ------ BBB+ by S&P Baa1 by Moody's, or above Rating 1.125% ------ BBB by S&P Baa2 by Moody's Rating 1.375% ------ BBB- by S&P Baa3 by Moody's Rating 1.50% ------ BB+ by S&P Ba1 by Moody's Rating 1.75% ------ BB by S&P Ba2 by Moody's, or below

For purposes of the foregoing, if the ratings established or deemed to have been established by Moody's and S&P for the Borrower's Index Debt shall fall within different Rating Categories, the Applicable Margin shall be based on the higher of the two ratings unless one of the two ratings is two or more Rating Categories lower than the other, in which case the Applicable Margin shall be determined by reference to the Rating Category next above that of the lower of the two ratings. If the ratings established or deemed to have been established by Moody's and S&P for the Borrower's Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If Moody's or S&P shall change its rating system, or if either such rating agency shall cease to be in the business of rating corporate debt obligations (any such event, a "Rating Event" and any such agency, a "Rating Event Agency"), the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Rating Event Agency. Pending the effectiveness of any such amendment, the Applicable Margin shall be based 6 on the rating by the Rating Event Agency in effect immediately prior to the Rating Event and the rating of the other rating agency in the manner set forth above. If, other than as a result of a Rating Event, (i) either Moody's or S&P ceases to rate the Borrower's Index Debt, the Applicable Margin shall be based on the rating by the rating agency which has continued to rate the Borrower's Index Debt and the lowest rating in the grid above for the rating agency which has ceased to rate the Borrower's Index Debt in the manner set forth above and (ii) both Moody's and S&P cease to rate the Borrower's Index Debt, the Applicable Margin shall be based on the lowest rating in the grid above. "Approved Fund" shall mean with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. "Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent. "Availability Period" shall mean the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments. "Board" shall mean the Board of Governors of the Federal Reserve System of the United States. "Borrower's ESOP" shall mean the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan dated July 24, 1988, as amended from time to time. "Borrowing" shall mean a group of Committed Loans of a single Type made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a single date and as to which a single Interest Period is in effect. "Business Day" shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, when used in connection with a Eurodollar Loan or a Eurodollar Competitive Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. "Capital Lease Obligations" of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof (including all amounts which such Person is obligated to pay to another on termination of the applicable lease or surrender of the applicable property, but excluding any amounts required to be paid by such Person (regardless of whether designated as rents or 7 additional rents) on account of maintenance, repairs, insurance, taxes and similar charges), which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. A "Change of Control" shall be deemed to have occurred if a Person or group of Persons within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 (as amended) other than the Shoen Group and the Borrower's ESOP shall acquire or hold beneficial ownership of 49% or more of the outstanding shares of voting stock of the Borrower." "Closing Date" shall mean June 28, 2002. "Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time. "Collateral" shall mean all "Collateral" as defined in the Pledge Agreement. "Commitment" shall mean, with respect to any Lender, the amount set forth opposite such Lender's name in the Register under the heading "Commitment". The initial Commitment of each Lender is set forth in Schedule 2.01 opposite such Lender's name and shall be recorded as such in the Register. The Commitment of each Lender may be reduced from time to time pursuant to Section 2.10 and Article VIII and may be increased with the consent of such Lender (x) from time to time pursuant to Section 10.04(b) and (y) pursuant to Section 2.20. "Committed Loan" shall mean a revolving loan made by the Lenders to the Borrower pursuant to Section 2.02. Each Committed Loan shall be a Eurodollar Loan or an ABR Loan. "Competitive Bid" shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03(b) in the form of Exhibit F-3. "Competitive Bid Accept/Reject Letter" shall mean a notification made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit F-4. "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Competitive Loan, the Competitive Margin, and (ii) in the case of a Fixed Rate Competitive Loan, the Fixed Rate, in each case as offered by the Lender making such Competitive Bid. "Competitive Bid Request" shall mean a request made pursuant to Section 2.03(a) in the form of Exhibit F-1. "Competitive Borrowing" shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose 8 Competitive Bids for such Borrowing have been accepted by the Borrower under the bidding procedure described in Section 2.03. "Competitive Loan" shall mean a loan from a Lender to the Borrower pursuant to the bidding procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Competitive Loan. "Competitive Margin" shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a percentage to no more than four decimal places) to be added or subtracted from the Adjusted LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan. "Compliance Certificate" shall mean a certificate substantially in the form of Exhibit D. "Consent Agent" shall have the meaning assigned to such term in Section 4.01(k). "Consolidated Indebtedness" shall mean all Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis, eliminating intercompany items. "Consolidated Net Income" shall mean for any period the gross revenues of the Borrower and its consolidated Subsidiaries for such period less all expenses and other proper charges (including taxes payable by the Borrower and its consolidated Subsidiaries on or measured by income), determined on a consolidated basis in accordance with GAAP, but excluding: (a) any after tax gains or losses on the sale or other disposition of investments or fixed or capital assets which, under GAAP, require separate or "extraordinary" treatment in the preparation and presentation of the consolidated financial statements; (b) net earnings and losses of any consolidated Subsidiary of the Borrower accrued prior to the date it became a consolidated Subsidiary of the Borrower; and (c) any portion of the net earnings of any of the Borrower's consolidated Subsidiaries which is unavailable for payment of dividends to the Borrower or any of the Borrower's other consolidated Subsidiaries by reason of the provisions of any agreement or applicable law or regulation. "Consolidated Tangible Net Assets" shall mean, as of the date of any determination thereof, the total amount of all assets of the Borrower and its consolidated Subsidiaries (less depreciation, depletion and other properly deductible valuation reserves) after deducting goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense, organization expense, unamortized debt discount and expense, deferred assets (other than prepaid insurance, prepaid taxes, prepaid advertising, prepaid licensing and other similar expenses prepaid in the ordinary course of business), amounts invested in or advanced to or equity in the Borrower's unconsolidated Subsidiaries less any writedowns thereof, the excess of cost of shares acquired over book value of related assets, any increase in the value of a fixed asset arising from a reappraisal, revaluation or write-up thereof and such other assets as are properly 9 classified as "intangible assets" in accordance with GAAP, all determined on a consolidated basis and in accordance with GAAP. "Consolidated Tangible Net Worth" shall mean, as of the date of any determination thereof, the sum of the capital stock, additional paid-in-capital (net of treasury stock) and retained earnings (or minus accumulated deficits) accounts of the Borrower and its consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP and after the elimination of all assets that would not be included in Consolidated Tangible Net Assets. "Contingent Obligation", as applied to any Person, shall mean any direct or indirect liability, contingent or otherwise (a) of that Person with respect to any Indebtedness, lease, dividend, letter of credit or other obligation of another including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or (b) in respect of which that Person is otherwise directly or indirectly liable, including any such obligation for which that Person is in effect liable through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the working capital, solvency or any balance sheet item, level of income or other financial condition of the obligor of such obligation, (iii) to make payment for any products, materials or supplies or for any transportation, services or lease regardless of the non-delivery or non-furnishing thereof, or (iv) to make payment in respect of any net liability arising in connection with any interest rate swap agreement, foreign currency exchange agreement, commodity hedging agreement or any similar agreement or arrangement, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated, the reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and "Controlling" and "Controlled" shall have meanings correlative thereto. "Core Assets" shall mean, as to the Borrower or any of its Subsidiaries (other than an Insurance Subsidiary), (a) trucks, trailers, specialty rental items (such as dollies and handtrucks) or storage and rental facilities (including real property and improvements acquired to be used as, or converted to, storage and rental facilities) and (b) any shares of capital stock of any Subsidiary of the Borrower owning, directly or indirectly, any of the assets set forth in clause (a) of this definition. 10 "Credit Event" shall mean the making of a Loan or the conversion or continuation of any Loan. "Default" shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default. "Default Rate" shall have the meaning assigned to such term in Section 2.08. "dollars" or "$" shall mean lawful money of the United States of America. "Effective Date" shall mean the date on which this Agreement becomes effective pursuant to Section 10.03. "Eligible Assignee" shall mean (a) a commercial bank organized under the laws of the United States of America, or any state thereof, and having total assets in excess of $5,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States of America, or any state thereof, and having a tangible net worth of at least $250,000,000, calculated in accordance with generally accepted accounting principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development ("OECD"), or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency located in the United States of America; (d) the central bank of any country which is a member of the OECD; (e) any Lender, (f) any Affiliate of any Lender or (g) an Approved Fund. "Equity Interests" shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time. "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower would be deemed to be a "single employer" (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary of the Borrower being or having been a general partner of such person. "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans or Eurodollar Competitive Loans. "Eurodollar Committed Borrowing" shall mean a Borrowing comprised of Eurodollar Loans. 11 "Eurodollar Competitive Borrowing" shall mean a Borrowing comprised of Eurodollar Competitive Loans. "Eurodollar Competitive Loan" shall mean any Competitive Loan bearing interest at a rate determined by reference to the definition of Adjusted LIBO Rate in accordance with the provisions of Article II. "Eurodollar Loan" shall mean any Committed Loan bearing interest at a rate determined by reference to the definition of Adjusted LIBO Rate in accordance with the provisions of Article II. "Event of Default" shall have the meaning assigned to such term in Article VII. "Existing Debt Agreements" shall mean each of the credit agreements and/or floating rate term notes to which the Borrower is a party which are listed on Schedule 1.01 hereto. "Existing Facility" shall have the meaning assigned to such term in Section 3.13. "Facility" shall have the meaning assigned to such term in the preamble to this Agreement. "Facility Fee" shall have the meaning assigned to such term in Section 2.06(a). "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fees" shall mean all amounts payable by the Borrower pursuant to Section 2.06. "Financial Officer" of any corporation shall mean the chief financial officer, principal accounting officer, treasurer or controller of such corporation. "Fixed Charges" shall mean for any period the sum of (a) Operating Lease Obligations of the Borrower and its consolidated Subsidiaries during such period; and (b) all interest charges payable during such period on all Indebtedness of the Borrower and its consolidated Subsidiaries; and (c) all dividends payable during such period with respect to preferred stock of the Borrower or its Subsidiaries issued after the Closing Date; provided, however that dividends payable with respect to any renewals, 12 refinancings and extensions of preferred stock issued prior to the Closing Date, to the extent of the face value of such preferred stock, shall be excluded from subclause (c). "Fixed Rate" shall mean the fixed percentage rate per annum (expressed in the form of a percentage to no more than four decimal places) specified by a Lender in its Competitive Bid. "Fixed Rate Competitive Borrowing" shall mean a Borrowing comprised of Fixed Rate Competitive Loans. "Fixed Rate Competitive Loan" shall mean any Competitive Loan bearing interest at a Fixed Rate in accordance with the provisions of Article II. "Foreign Pension Plan" means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code. "GAAP" shall mean generally accepted accounting principles in the United States of America, applied on a consistent basis. "Governmental Authority" shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body. "Guaranteed Portion" shall mean, on the Closing Date, an amount equal to the Total Commitment in effect on the Closing Date. The Guaranteed Portion shall be increased (but not to an amount in excess of the greater of the Total Commitment or the Obligations) (i) immediately upon any increase in the Total Commitment pursuant to Section 2.20, by the amount of such increase, (ii) immediately upon any net increase in Consolidated Tangible Net Assets over the amount of Consolidated Tangible Net Assets as of March 31, 2002, by an amount equal to 10% of such increase, and (iii) immediately upon any repayment, prepayment, redemption, defeasance, retirement or discharge of Priority Indebtedness outstanding on the Closing Date, by the aggregate amount so repaid, prepaid, redeemed, defeased, retired or discharged. The Guaranteed Portion shall be decreased (but not below the lesser of (A) $200,000,000 (the "Floor") or (B) the greater of the Total Commitment or the Obligations) immediately upon any net decrease in Consolidated Tangible Net Assets below the amount of Consolidated Tangible Net Assets as of March 31, 2002, by an amount equal to 10% of such decrease minus the aggregate outstanding amount of any Priority Indebtedness incurred after the Closing Date. In addition, the Guaranteed Portion shall be reduced on a pro rata basis with the Non-Guaranteed Portion as provided in Section 2.10, with a proportionate reduction in the Floor. 13 "Guarantor" shall mean each present and future direct or indirect Subsidiary of the Borrower that executes the Guaranty; provided, however, that the Insurance Subsidiaries, INW Company and U-Haul Co. (Canada) Ltd. shall not be Guarantors hereunder. "Guaranty" shall mean a guaranty in substantially the form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from time to time. "Increase Effective Date" shall have the meaning assigned to such term in Section 2.20(b). "Indebtedness" of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind made by any other Person to such Person (other than deposits or advances made by customers of such Person in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than obligations in respect of trade payables incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Contingent Obligations of such Person in respect of Indebtedness of other Persons (other than Indebtedness of a wholly-owned Subsidiary of the Borrower), (h) all Capital Lease Obligations of such Person, (i) the face amount of all obligations of such Person as an account party in respect of letters of credit and bankers' acceptances (other than reimbursement obligations in respect of payments made to trade creditors in the ordinary course of business) and (j) any net liability owing in respect of the termination or liquidation of any interest rate swap agreement, foreign currency exchange agreement, commodity hedging agreement or any similar agreement or arrangement. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner. "Index Debt" shall have the meaning assigned thereto in the definition of Applicable Facility Fee Percentage. "Insurance Subsidiaries" shall mean Republic Western Insurance Company, Republic Claims Service Company, Republic Western Syndicate, Inc., North American Fire and Casualty Insurance Company, RWIC Investments, Inc., Republic Western Specialty Underwriters, Inc., Ponderosa Insurance Agency, Inc., Oxford Life Insurance Company, Oxford Life Insurance Agency, Christian Fidelity Life Insurance Company, Encore Financial, Inc., North American Insurance Company, Encore Agency, Inc., Community Health, Inc., Community Health Partners, Inc. 14 "Interest Payment Date" shall mean (a) with respect to any ABR Loan, the fifteenth day of each February, May, August and November, (b) with respect to any Eurodollar Loan or any Eurodollar Competitive Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day that would have been an Interest Payment Date had successive Interest Period of three months' duration been applicable to such Borrowing and in addition, the date of any conversion or continuation of such Borrowing with or to a Borrowing of a different Type, and (c) with respect to any Fixed Rate Competitive Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Competitive Loan with an Interest Period of more than 90 days' duration, each day that would have been an Interest Payment Date had successive Interest Period of 90 days' duration been applicable to such Borrowing and in addition, the date of any refinancing of such Borrowing with or to a Borrowing of a different Type. "Interest Period" shall mean (a) as to any Eurodollar Committed Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any Eurodollar Competitive Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar week or month, as the case may be, that is 1, 2 or 3 weeks or 1, 2, 3 or 6 months thereafter, as specified in the Competitive Bid pursuant to which the offer to make the Eurodollar Competitive Loans was extended and (c) as to any Fixed Rate Competitive Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bid pursuant to which the offer to make the Fixed Rate Competitive Loans was extended, which shall not be earlier than seven days after the date of such Borrowing or later than 360 days after the date of such Borrowing; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Borrowings only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "Investment" in any Person shall mean any loan or advance to such Person, any purchase or other acquisition of any capital stock, warrants, rights, options, obligations or other securities of such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any arrangement pursuant to which the investor incurs Indebtedness of the types referred to in clauses (f) 15 and (g) of the definition of "Indebtedness" (without giving effect to the parenthetical in clause (g) of such definition) in respect of such Person. "Joinder Agreement" shall mean a Joinder Agreement substantially in the form of Exhibit G. "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loan Party" means any of the Borrower and the Guarantors. "Loans" shall mean Committed Loans and/or Competitive Loans, as the case may be. "Loan Documents" shall mean this Agreement, the Guaranty, the Pledge Agreement, any Joinder Agreement and the Notes, if any. "Margin Stock" shall have the meaning given such term under Regulation U. "Material Adverse Change" shall mean any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. "Material Adverse Effect" shall mean (a) a materially adverse effect on the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) material impairment of the ability of the Borrower to perform any of its obligations under any Loan Document to which it is or 16 will be a party or (c) material impairment of the rights of or benefits available to the Lenders under any Loan Document. "Material Subsidiary" shall mean any Subsidiary of the Borrower having a consolidated tangible net worth, determined in accordance with GAAP (without giving effect to any of the Obligations), equal to or greater than $10,000,000. "Maturity Date" shall mean June 28, 2005. "Moody's" shall mean Moody's Investors Service, Inc. "NAIC" shall mean the National Association of Insurance Commissioners, or any successor organization. "Non-Guaranteed Portion" shall mean (a) the greater of (i) the Total Commitment or (ii) the Obligations minus (b) the Guaranteed Portion. "Non-Insurance Subsidiaries" shall mean the Borrower's Subsidiaries other than the Insurance Subsidiaries. "Notes" shall mean the promissory notes of the Borrower, substantially in the form of Exhibit A, evidencing the Loans. "Obligations" shall mean all amounts owing to the Administrative Agent or any Lender pursuant to the terms of any Loan Document. "Operating Lease Obligations" of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or combination thereof (including all amounts which such Person is obligated to pay to another on termination of the applicable lease or surrender of the applicable property, but excluding any amounts required to be paid by such Person (regardless of whether designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges), which obligations are not Capital Lease Obligations. "Other Taxes" shall have the meaning assigned to such term in Section 2.18. "Participant" shall have the meaning assigned to such term in Section 10.04(c). "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. "Percentage" shall mean for each Lender that percentage obtained by dividing the amount of such Lender's Commitment by the Total Commitment. 17 "Person" shall mean any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof. "Plan" shall mean any pension plan as defined in Section 3(2) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which the Borrower, or a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan. "Pledge Agreement" shall mean a pledge agreement in substantially the form of Exhibit I, as it may be amended, restated, supplemented or otherwise modified from time to time. "Priority Indebtedness" shall have the meaning assigned to such term in Section 6.02. "Private Placement" shall mean that certain Note Purchase Agreement dated as of March 15, 2002 entered into by the Borrower, AMERCO Real Estate Company, and the Purchasers party thereto, with respect to the issue and sale of (a) $95,000,000 aggregate principal amount of 8.28% Senior Notes, Series A, due April 30, 2012, and (b) $5,000,000 7.85% Senior Notes, Series B, due April 30, 2007. "Register" shall have the meaning assigned to such term in Section 10.04(b)(iv). "Regulation U" shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. "Regulation X" shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. "Reinsurance Agreement" shall mean any agreement, contract, treaty or other arrangement whereby one or more insurers, as reinsurers, assume liabilities under insurance policies or agreements issued by another insurance or reinsurance company or companies. "Related Parties" shall mean, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Reportable Event" shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA. "Required Lenders" shall mean, at any time, Lenders having Commitments representing more than 50% of the Total Commitment or, for purposes of acceleration pursuant to clause (ii) of Article VII or in the event that the Commitments 18 have been terminated, Lenders representing more than 50% of the aggregate principal amount of Loans outstanding. "Restricted Payment" shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower. "Retrocession Agreement" shall mean any agreement, contract, treaty or other arrangement whereby one or more insurers or reinsurers, as retrocessionaires, assume liabilities of reinsurers under a Reinsurance Agreement or other retrocessionaires under another Retrocession Agreement. "S&P" shall mean Standard & Poor's, a Division of The McGraw Hill Companies. "SAC" shall mean SAC Holding Corporation and its Subsidiaries. "Sale and Leaseback Obligations" shall mean, without duplication, obligations of the Borrower and its Subsidiaries (whether as lessees, guarantors, sureties or otherwise) relating to Sale and Leaseback Transactions (other than Sale and Leaseback Transactions in respect of Core Assets and computer equipment that, in each case, are, within 120 days after the acquisition thereof by the Borrower or the applicable Subsidiary, sold to another Person and rented or leased from such Person by the Borrower or its Subsidiaries). The amount of such obligations (regardless of whether such obligations are Capital Lease Obligations) shall be determined in a manner consistent with the determination of Capital Lease Obligations. "Sale and Leaseback Transaction" shall mean, with respect to any Person, any arrangement with another whereby such Person shall, directly or indirectly, in one transaction or a series of related transactions, sell, transfer or otherwise dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as such property being sold, transferred or otherwise disposed of. "SAP" shall mean, as to any Insurance Subsidiary, the accounting procedures and practices prescribed or permitted by the Applicable Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled. "Shoen Group" shall mean (a) Edward J. Shoen, Mark V. Shoen, James P. Shoen and the spouses and lineal descendants of said individuals, the spouses of said lineal descendants and the lineal descendants of said spouses, (b) any trusts for the exclusive benefit of or the executor or administrator of the estate of or other legal representative of any of the individuals referred to in the immediately preceding 19 clause (a) and (c) any corporation with respect to which all the voting stock thereof is, directly or indirectly, owned by any of the individuals referred to in the preceding clause (a). "Statutory Reserve Rate" shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans and Eurodollar Competitive Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets which may be available from time to time to any Lender under such Regulation D. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. "Subsidiary" shall mean, with respect to any Person, any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held, or (b) which is, at the time any determination is made, otherwise Controlled, by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. For the avoidance of doubt, neither SAC Holding Corporation nor any of its Subsidiaries shall be a Subsidiary of the Borrower unless it shall satisfy the requirements of clauses (a) or (b) above. "Subsidiary Stock Transfer" shall have the meaning assigned to such term in Section 6.05. "Taxes" shall have the meaning assigned to such term in Section 2.18. "Total Commitment" shall mean at any time the aggregate amount of the Commitments as in effect at such time. On the Effective Date, the Total Commitment is $205,000,000. "Transactions" shall have the meaning assigned to such term in Section 3.02. "Type", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, "Rate" shall include the Adjusted LIBO Rate, the Fixed Rate and the Alternate Base Rate. "Unfunded Current Liability" of any Plan means the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of 20 the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan's actuary in the most recent annual valuation of the Plan. SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "others" and "other Persons" shall be deemed to include the Borrower and/or its Subsidiaries as the context requires. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that, for purposes of determining compliance with any covenant set forth in Articles VI and VII, such terms, to the extent not otherwise expressly provided herein, shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent with the application used in preparing the Borrower's audited financial statements referred to in Section 3.05. ARTICLE II. THE COMMITMENTS SECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Committed Loans to the Borrower, at any time and from time to time until the earlier of the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding which shall not exceed the Commitment set forth opposite its name in the Register, as such Commitment may be reduced from time to time pursuant to Section 2.10 subject, however, to the condition that at no time shall the sum of the outstanding aggregate principal amount of all Loans made by all Lenders exceed the Total Commitment. Within the limits set forth in the preceding paragraph, the Borrower may borrow, pay or prepay and reborrow Committed Loans on or after the Closing Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein. SECTION 2.02. Committed Loans. (a) Each Committed Loan shall be made as part of a Borrowing consisting of Committed Loans made by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Committed Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it 21 being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Committed Loan required to be made by such other Lender). The Committed Loans comprising each Borrowing shall be in a minimum aggregate principal amount of $10,000,000 (or an aggregate principal amount equal to the remaining balance of the Commitments) and in an integral multiple of $1,000,000 in excess thereof. (b) Each Borrowing of Committed Loans shall be comprised entirely of ABR Loans or Eurodollar Loans, as the Borrower may request pursuant to Section 2.02(f). Each Lender may at its option fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and any applicable Note. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing which, if made, would result in more than eight Interest Periods being outstanding hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Subject to paragraph (e) below, each Lender shall make a Committed Loan in the amount of its pro rata portion, as determined under Section 2.15, of each Borrowing of Committed Loans hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:30 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing of Committed Loans that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Committed Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Committed Loan as part of such Borrowing for purposes of this Agreement. 22 (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (e) The Borrower may elect to convert or continue all or any part of any Borrowing of Committed Loans with a Borrowing of Committed Loans of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing of Committed Loans or part thereof so converted or continued shall be deemed to be repaid or prepaid in accordance with Section 2.04 or 2.11, as applicable, with the proceeds of a new Borrowing of Committed Loans, and the proceeds of the new Borrowing of Committed Loans, to the extent they do not exceed the principal amount of the Borrowing of Committed Loans being converted or continued, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the Borrower pursuant to paragraph (c) above. (f) The Borrower shall give the Administrative Agent written or facsimile notice (or telephone notice promptly confirmed in writing or by facsimile) (a) in the case of a Eurodollar Committed Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the Business Day of a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a Eurodollar Committed Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Committed Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Committed Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If the Borrower shall not have given notice in accordance with this Section 2.02(f) of its election to convert or continue a Borrowing of Committed Loans prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to convert or continue such Borrowing as an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given or deemed given pursuant to this Section 2.02(f), of each Lender's portion of the requested Borrowing of Committed Loans and of the Alternate Base Rate or Adjusted LIBO Rate applicable to such Borrowing. SECTION 2.03. Competitive Loans. (a) In addition to Committed Loans, the Borrower may request that the Lenders make Competitive Loans hereunder. In order to request Competitive Loans, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit F-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Competitive Borrowing (other than in 23 connection with any Fixed Rate Competitive Borrowing on the Closing Date), not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit F-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Each Competitive Bid Request shall refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Competitive Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in an integral multiple of $1,000,000 and not less than $25,000,000, and (z) the Interest Period with respect thereto, which may not end after the Maturity Date. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit F-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid shall be in the form of Exhibit F-3 hereto and must be received by the Administrative Agent via telecopier (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Competitive Borrowing, not later than 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit F-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Competitive Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Competitive Bid Rates at which the Lender is prepared to make the Competitive Loan or Competitive Loans and (z) the Interest Period thereof (which shall not end after the Maturity Date applicable to such Lender). If any Lender shall fail to deliver a conforming Competitive Bid to the Administrative Agent prior to the date and time indicated in this paragraph (b), such Lender shall be deemed to have elected not to make a Competitive Bid. (c) The Administrative Agent shall promptly notify the Borrower by telecopier of all Competitive Bids made, the Competitive Bid Rate and the principal amount of each proposed Competitive Loan in respect of which a Competitive Bid was made, the Interest Period thereof and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. 24 (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Competitive Borrowing, not later than 12:00 noon, New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice prior to the date and time indicated in this paragraph shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which partial acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. A Competitive Loan shall be extended to the Borrower only if (and upon such extension of each Competitive Loan the Borrower shall be deemed to represent and warrant that), after giving effect to such extension, the sum of the total Committed Loans plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Total Commitment. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted by the time and in the manner set forth in the first sentence of Section 2.02(c). (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. 25 (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower not later than one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in the manner specified herein and otherwise in accordance with Section 10.01. SECTION 2.04. Notes; Repayment of Loans. The Loans made by each Lender shall, upon request of a Lender, be evidenced by a Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled, payable to the order of such Lender. The outstanding principal balance of each Loan, as may be evidenced by such a Note, shall be payable on the last day of the Interest Period applicable to such Loan and on the Maturity Date. Each Loan shall bear interest from the date of the first borrowing hereunder on the outstanding principal balance thereof as set forth in Section 2.07. To the extent any Notes have been issued, each Lender shall, and is hereby authorized by the Borrower to, endorse on the schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. SECTION 2.05. Intentionally Omitted. SECTION 2.06. Fees. (a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on each February 15, May 15, August 15 and November 15 and on the Maturity Date or the date on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Applicable Facility Fee Percentage from time to time in effect on the amount of Commitment of such Lender from time to time in effect, whether used or unused, during the three-month period ending on such payment date (or shorter period commencing with the Effective Date, or ending with the Maturity Date or any date on which the Commitment of such Lender shall be terminated). The Facility Fee due to each Lender shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the termination of the Commitment of such Lender as provided herein. For purposes of calculating the Facility Fee, if the Commitments have been terminated, the Facility Fee shall be payable on the outstanding principal amount of the Loans. 26 (b) The Borrower agrees to pay to the Administrative Agent all fees and other amounts as shall (i) be specified in writing by the Borrower and the Administrative Agent prior to the Closing Date, or (ii) otherwise be agreed to in writing from time to time by the Borrower and the Administrative Agent. (c) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Administrative Agent and the Lenders. Once paid, none of the Fees shall be refundable under any circumstances. Except as otherwise provided herein, all computations of Fees hereunder shall be made on the basis of the actual number of days elapsed in a year of 360 days. SECTION 2.07. Interest on Loans. (a) Subject to the provisions of Section 2.08, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin minus 1.00%. (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Committed Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Competitive Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus or minus the Competitive Margin, as offered by the Lender and accepted by the Borrower pursuant to Section 2.03. (d) Subject to the provisions of Section 2.08, the Loans comprising each Fixed Rate Competitive Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Fixed Rate offered by the Lender and accepted by the Borrower pursuant to Section 2.03. (e) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Adjusted LIBO Rate or Fixed Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. SECTION 2.08. Additional Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, by acceleration or otherwise, the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount up to (but not 27 including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the rate applicable to ABR Loans plus 2.0% (the "Default Rate"). SECTION 2.09. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan or Eurodollar Competitive Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or facsimile notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Committed Borrowing pursuant to Section 2.02(f) shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force or effect and shall be rejected by the Administrative Agent. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error. SECTION 2.10. Termination and Reduction of Commitments. (a) The Commitments shall automatically terminate on the Maturity Date. (b) Upon at least three Business Days' prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment; provided, however, that (i) each partial reduction of the Total Commitment shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess of that amount and (ii) a partial reduction shall not be permitted if, as a result thereof, the Total Commitment would total less than $10,000,000. (c) Each reduction in the Commitments hereunder shall be made (i) ratably among the Lenders in accordance with their respective applicable Commitments and (ii) pro rata to each of the Guaranteed Portion and the Non-Guaranteed Portion. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction, the Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (d) No termination or reduction of the Commitments hereunder shall be made which would reduce the Total Commitment to an amount less than the aggregate principal amount of the Loans then outstanding to the Borrower (after giving effect to any principal payments made pursuant to Section 2.11(b) in connection with such termination or reduction). 28 SECTION 2.11. Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than a Competitive Borrowing, which may only be prepaid with the prior written consent of the relevant Lender), in whole or in part, (i) in the case of Eurodollar Loans, upon at least three Business Days' prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent and (ii) in the case of ABR Loans, upon written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent on the day of such prepayment; provided, however, that each partial prepayment shall be in an amount of not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof. Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. (b) On the date of any pro-rata termination or reduction of the Commitments pursuant to Section 2.10, the Borrower shall pay or prepay so much of the Borrowings as shall be necessary in order that the aggregate principal amount of the Loans outstanding will not exceed the aggregate Commitments after giving effect to such termination or reduction. (c) All prepayments under this Section 2.11 shall (i) include accrued interest on the principal amount being prepaid to the date of payment and shall be applied to payment of interest before application to principal and (ii) be subject to Section 2.14 but otherwise without premium or penalty. SECTION 2.12. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits, commitment of, with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such 29 Lender in accordance with Section 2.12(c) such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender shall have determined that the applicability of any law, rule, regulation, agreement or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. SECTION 2.13. Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or Eurodollar Competitive Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan or Eurodollar 30 Competitive Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrower for a Eurodollar Committed Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; (ii) require that all outstanding Eurodollar Loans or Eurodollar Competitive Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans and Eurodollar Competitive Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below; and (iii) declare that Eurodollar Competitive Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any obligation of such Lender relating to any Competitive Bid, whether or not accepted by the Borrower, shall be of no force or effect and shall immediately terminate. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans or Eurodollar Competitive Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans or Eurodollar Competitive Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan or Eurodollar Competitive Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan or Eurodollar Competitive Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. SECTION 2.14. Indemnity. The Borrower shall indemnify each Lender against any loss or expense which such Lender may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrower to borrow, to convert or to continue any Loan hereunder after irrevocable notice of such borrowing or refinancing has been given pursuant to Section 2.02(f) or Section 2.03, (c) any payment or prepayment of a Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (d) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Default or Event of Default, including, in each 31 such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (assumed, except in the case of a Fixed Rate Competitive Loans, to be the Adjusted LIBO Rate) for the period from the date of such payment, prepayment or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. SECTION 2.15. Pro Rata Treatment. Except as required under Sections 2.13 or 2.19(a), each ABR Borrowing and Eurodollar Committed Borrowing, each payment or prepayment of principal of any such Borrowing, each payment of interest on Committed Loans, each payment of the Facility Fees and each reduction of the Commitments and each conversion or continuation of any ABR Borrowing or Eurodollar Committed Borrowing with a Borrowing of any Type (other than a Competitive Loan), shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Committed Loans). Each payment or prepayment of principal and each payment of interest on any Competitive Loan shall be allocated pro rata among the Lenders participating in such Competitive Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Competitive Borrowing. Each Lender shall be required to fund its pro rata share of any Committed Loan irrespective of whether it has participated in a Competitive Borrowing. Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing, computed in accordance with Section 2.01, to the next higher or lower whole dollar amount. SECTION 2.16. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans, and participations in Loans held by each Lender shall be in the same proportion to the 32 aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding an interest and participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. SECTION 2.17. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due in dollars to the Administrative Agent at its offices at One Chase Manhattan Plaza, 8th Floor, New York, New York, in immediately available funds, without defense, recoupment, set-off or counterclaim. (b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable. SECTION 2.18. Taxes. (a) Any and all payments by the Borrower hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Administrative Agent or any Lender (or any transferee or assignee thereof, including a Participant (any such entity being called a "Transferee")) and franchise taxes imposed on the Administrative Agent or any Lender (or Transferee) by the United States or any jurisdiction under the laws of which the Administrative Agent or any such Lender (or Transferee) is organized or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.18) such Lender (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such 33 deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as "Other Taxes"). (c) The Borrower will indemnify each Lender (and each Transferee) and the Administrative Agent for the full amount of Taxes and Other Taxes paid by such Lender (or Transferee) or the Administrative Agent, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other Governmental Authority. Such indemnification shall be made within 30 days after the date any Lender (or Transferee) or the Administrative Agent, as the case may be, makes written demand therefor. If a Lender (or Transferee) or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes as to which it has been indemnified by the Borrower pursuant to this Section 2.18, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the Borrower, apply for such refund at the Borrower's expense (and reasonably cooperate with the Borrower at the Borrower's expense to obtain such refund). If any Lender (or Transferee) or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes as to which it has been indemnified by the Borrower pursuant to this Section 2.18, it shall promptly notify the Borrower of such refund and shall, within 30 days after receipt of a request by the Borrower (or promptly upon receipt, if the Borrower has requested application for such refund pursuant hereto), pay such refund to the Borrower (to the extent of amounts that have been paid by the Borrower under this Section 2.18 with respect to such refund), net of all out-of-pocket expenses of such Lender (or Transferee of the Administrative Agent) and without interest; provided that the Borrower, upon the request of such Lender (or Transferee) or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender (or Transferee) or the Administrative Agent in the event such Lender (or Transferee) or the Administrative Agent is required to repay such refund. Nothing contained in this paragraph (c) shall require any Lender (or Transferee) or the Administrative Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential). (d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld by the Borrower in respect of any payment to any Lender (or Transferee) or the Administrative Agent, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 10.01, the original or a certified copy of a receipt evidencing payment thereof. 34 (e) Upon the written request of the Borrower, each Lender (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall, if legally able to do so, prior to the immediately following due date of any payment by the Borrower hereunder, deliver to the Borrower such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form W8-BEN or Form W8-ECI and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or successors thereto, properly completed and duly executed by such Lender (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender (or Transferee) of a trade or business in the United States or (ii) totally exempt from United States Federal withholding tax, or subject to a reduced rate of such tax under a provision of an applicable tax treaty. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that such payments hereunder or under the Notes are not subject to United States Federal withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrower or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate. (f) The Borrower shall not be required to pay any additional amounts to any Lender (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender (or Transferee) to comply with the provisions of paragraph (e) above; provided, however, that the Borrower shall be required to pay those amounts to any Lender (or Transferee) that it was required to pay hereunder prior to the failure of such Lender (or Transferee) to comply with the provisions of such paragraph (e). (g) Any Lender (or Transferee) claiming any additional amounts payable pursuant to this Section 2.18 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender (or Transferee). SECTION 2.19. Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall become subject to any receivership, conservatorship or other insolvency proceeding, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, (a) so long as no Event of Default or Default shall have occurred and be continuing, to terminate the Commitment of such Lender or (b) to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule, regulation or order of any Governmental 35 Authority and (ii) the Borrower or the Eligible Assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. SECTION 2.20. Increase in Commitments. (a) The Borrower may from time to time request an increase in the Total Commitment by an aggregate amount not to exceed $50,000,000; provided, that there exists no Default or Event of Default and the amount of the increase may be incurred as "Priority Indebtedness" under the Indebtedness and other agreements described on Schedule 6.01. The Borrower may request the increase by (i) agreeing with one or more existing Lenders (each, an "Assuming Lender") that such Lender's Commitment shall be increased or (ii) designating one or more Eligible Assignees not theretofore a Lender to become a Lender (each an "Additional Lender") by executing a Joinder Agreement, which designation shall be subject to the approval of the Administrative Agent. No Lender shall be obligated to increase such Lender's Commitment. (b) If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. On the Increase Effective Date, the Borrower shall repay all of the outstanding Loans (and pay any additional amounts required pursuant to Section 2.14, if any, if the Increase Effective Date is not the last day of any Interest Period applicable to the Loans being repaid) and shall reborrow such Loans from the Lenders, the Additional Lenders and the Assuming Lenders so that the Percentage of each Lender, each Additional Lender and each Assuming Lender in the Total Commitment shall be identical to its Percentage of the outstanding Loans. (c) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a Compliance Certificate demonstrating pro forma compliance with the covenants contained in Sections 5.12, 6.02, 6.04, 6.10 and 6.11 and Article VII after giving effect to such increase and (ii) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by the president, chief executive officer or a Financial Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article III are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists. The Borrower shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. 36 (d) This Section shall supersede any provisions in Section 2.15 or 10.08 to the contrary. ARTICLE III. REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to each of the Lenders and the Administrative Agent that: 37 SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not result in a Material Adverse Effect, and (d) has the corporate power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and to borrow hereunder. SECTION 3.02. Authorization. The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party and the borrowings hereunder (collectively, the "Transactions") (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any of its Subsidiaries, (B) any order, writ, ruling, injunction or decree of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of (or the obligation to create or impose) any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any of its Subsidiaries. SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which it is a party when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. SECTION 3.04. Governmental and Other Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or any third party is or will be required in connection with the Transactions or the enforceability of the Loan Documents, to which any Loan Party is a party, except such as have been made or obtained and are in full force and effect. SECTION 3.05. Financial Statements. The Borrower has heretofore furnished to the Lenders its consolidated and consolidating balance sheets and statements of income and cash flows as of and for the fiscal year ended March 31, 2001, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly the financial condition and results of operations of the Borrower and its consolidated Subsidiaries as of such date and for such period. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date 38 thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis. SECTION 3.06. No Material Adverse Change. There has been no Material Adverse Change since March 31, 2001. SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.03. (b) Each of the Borrower and its Subsidiaries has complied with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of the Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing Date a list of the Borrower's Subsidiaries and the percentage ownership interest of the Borrower therein. The capital stock of each such Subsidiary is duly authorized, validly issued and fully paid and nonassessable. The Borrower has no majority ownership interest in any Person other than a Person that is a Subsidiary of the Borrower. SECTION 3.09. Litigation; Compliance with Laws. (a) There are no actions, suits, investigations or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any business, property or rights of any such Person (i) which involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, result in a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in violation of any law, rule or regulation, or in default with respect to any judgment, writ, ruling, injunction or decree of any Governmental Authority, where such violation or default could result in a Material Adverse Effect. SECTION 3.10. Agreements. (a) Neither the Borrower nor any of its Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could result in a Material Adverse Effect. 39 (b) Neither the Borrower nor any of its Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could result in a Material Adverse Effect. SECTION 3.11. Federal Reserve Regulations. (a) Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. (b) No part of the proceeds of any Loan or will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose which entails a violation of, or which is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or X. SECTION 3.12. Governmental Regulation. Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended, or (c) subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness for money borrowed. The Borrower is not subject to the Interstate Commerce Act. SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the Loans only (i) to pay all outstanding obligations under the existing 5-Year Credit Agreement dated as of June 30, 1997 among the Borrower, The Chase Manhattan Bank, N.A., as administrative agent, and the lenders named therein (as amended, the "Existing Facility"), (ii) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business, and (iii) for general corporate purposes. SECTION 3.14. Tax Returns. Each of the Borrower and its Subsidiaries has filed or caused to be filed all Federal, state and local tax returns required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its respective books adequate reserves. SECTION 3.15. No Material Misstatements. No information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the Information Memorandum or the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to 40 make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading. SECTION 3.16. Employee Benefit Plans. Each Plan (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code; each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code; no Reportable Event has occurred; no Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such sections of the Code or ERISA, or has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan have been timely made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975, 4980 or, with respect to a group health plan (as defined in Section 607(2) of ERISA or Section 4980B(g)(2) of the Code), under Section 4980B of the Code or expects to incur any such liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower and its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan ended prior to the date of the most recent Credit Event, would not exceed $10,000,000; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of the Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate has at all times been operated in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; and the Borrower and its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability. SECTION 3.17. Environmental and Safety Matters. The Borrower and each of its Subsidiaries has complied in all material respects with all Federal, state, local 41 and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control or to employee health or safety. Neither the Borrower nor any of its Subsidiaries has received notice of any material failure so to comply. The Borrower's and its Subsidiaries' facilities do not manage any hazardous wastes, hazardous substances, hazardous materials, toxic substances, toxic pollutants or substances similarly denominated, as those terms or similar terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law relating to environmental pollution or employee health and safety, in violation in any material respect of any law or any regulations promulgated pursuant thereto. The Borrower is aware of no events, conditions or circumstances involving environmental pollution or contamination or employee health or safety that could reasonably be expected to result in material liability on the part of the Borrower or any of its Subsidiaries. SECTION 3.18. Patents, Licenses, Franchises and Formulas. Each of the Borrower and its Subsidiaries owns all the patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, or rights with respect to the foregoing, and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, would result in a Material Adverse Effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole. SECTION 3.19. Priority Indebtedness. The total amount of "Priority Indebtedness" as defined in and as permitted under each of the documents governing Indebtedness and other agreements of the Borrower and its Subsidiaries on the Closing Date and an itemized list of the types and amounts of "Priority Indebtedness" in existence on the Closing Date (including the Guaranteed Portion) under each such Indebtedness document or other agreement are set forth on Schedule 3.19. 42 SECTION 3.20. Liquidity. As of the Closing Date, the Borrower and its Subsidiaries have sufficient liquidity consisting of cash, cash equivalents and availability under credit agreements and other financing documents (for which the conditions precedent to funding can be satisfied) to operate their businesses in the ordinary course. ARTICLE IV. CONDITIONS OF LENDING SECTION 4.01. Initial Credit Event. The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Lenders (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Upon request of a Lender, the Administrative Agent on behalf of such Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of outside counsel to the Borrower and its Subsidiaries acceptable to the Administrative Agent, substantially in the form of Exhibit E, and covering such other matters relating to the Borrower, the Guarantors, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company, certified as of a recent date by the Secretary of State of the state of each such Person's organization, and a certificate as to the good standing of each such Person as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which each Loan Party is a party and the borrowings hereunder (or, if the Board of Directors of any Loan Party has delegated the authority to adopt such resolutions to the Executive Finance Committee thereof, then (x) the resolution of the Board of Directors of such Loan Party evidencing such delegation and (y) the authorizing resolutions of the Executive Finance Committee), and that such resolutions have not been modified, 43 rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company have not been amended since the date of the last amendment thereto shown on the certificated articles of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document to which any Loan Party is a party or any other document delivered in connection herewith on behalf of any Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or their counsel or Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent, may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (a) and (b) of Section 4.02. (f) The Administrative Agent, the Lenders and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, the fees and expenses payable to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Administrative Agent, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have received evidence satisfactory to it that all amounts due and owing pursuant to the Existing Facility have been paid in full substantially simultaneously with the closing of this Facility, and the commitments of the lenders or note purchasers thereunder have been terminated. (h) The Administrative Agent shall have received written confirmation of all governmental or third party approvals which, in its sole discretion, the Administrative Agent has deemed necessary or advisable in connection with the financing contemplated under this Facility or the ongoing and continuing operations of the Borrower or any of its Subsidiaries. (i) The Administrative Agent shall have received (i) the audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (ii) the unaudited interim consolidated financial statements of the Borrower for the quarterly period ended December 31, 2001, prepared in accordance with Rule 10-01(d) under Regulation S-X of the Securities Act of 1933 (as amended) and NASDAQ Marketplace Rule 4310(c)(14); and (iii) if the audited consolidated financial statements of the Borrower for the fiscal year ended March 31, 2002 are not available on the Closing Date, a draft of such audited annual consolidated financial statements; such financial statements as required under this Section 4.01(i) shall be in form and substance satisfactory to the Administrative Agent. 44 (j) All legal matters incident to this Agreement and the Transactions contemplated hereby shall be satisfactory to the Lenders and their counsel and to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent. (k) The Administrative Agent shall have received a consent letter from the C. T. Corporation System, presently located at 111 Eight Avenue, New York, New York 10111 (together with any successor thereto, the "Consent Agent"), indicating its consent to its appointment as agent to receive service of process on behalf of the Borrower. (l) The Administrative Agent shall have received the Guaranty, duly executed by the Guarantors party thereto. (m) The Administrative Agent shall have received the Pledge Agreement, duly executed by the Borrower and the Guarantors party thereto, together with (i) instruments evidencing the Pledged Debt (as defined in the Pledge Agreement) endorsed in blank and (ii) duly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Pledge Agreement covering the Collateral described in the Pledge Agreement; provided, that the Collateral will exclude any assets as to which the granting of a Lien thereon would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on June 28, 2002, (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (b) Each Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. (c) In the case of a Borrowing, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.02(f) or 2.03. 45 Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. ARTICLE V. AFFIRMATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Administrative Agent, that so long as this Agreement shall remain in effect or the principal of or interest on any Loan, any Fees or any other expenses or amounts payable under any Loan Document shall be unpaid, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of its Subsidiaries to: SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.04. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with (i) all applicable laws, rules, regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times. SECTION 5.02. Insurance. Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law. SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might give rise to a Lien upon such properties or any part 46 thereof; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower or such Subsidiary of the Borrower shall have set aside on its respective books adequate reserves with respect thereto. SECTION 5.04. Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender: (a) (i) as soon as practicable and in any event within 60 days after the end of each of the first three fiscal quarters, (A) consolidated balance sheets of the Borrower and its Subsidiaries, (B) consolidated balance sheets of the Borrower and the Non-Insurance Subsidiaries and (C) balance sheets of the Insurance Subsidiaries, each as at the end of such period, and the related statements of income, stockholders' equity and cash flows for such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year (but together with the consolidating intercompany eliminations and adjustments in the case of (B) and (C)), all in reasonable detail and certified by a Financial Officer of the Borrower that they fairly present the financial condition of the Borrower and its Subsidiaries (or, in the case of (B), the Borrower and its Non-Insurance Subsidiaries, and in the case of (C), the Insurance Subsidiaries) as at the date indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP, subject to changes resulting from audit and normal year-end adjustments; and (ii) as soon as practicable and in any event within 60 days after the end of each of the first three fiscal quarters, a copy of the quarterly statement of each of the Insurance Subsidiaries, in each case, for such fiscal quarter and as filed with the Applicable Regulatory Insurance Authority, all prepared in accordance with SAP and accompanied by the certification of a Financial Officer of such Insurance Subsidiary that such financial statements present fairly in all material respects the financial condition and results of operations of such Insurance Subsidiary in accordance with SAP; (b) (i) as soon as practicable and in any event within 120 days after the end of each fiscal year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries, as at the end of such year, and the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, setting forth in each case, in comparative form the consolidated figures for the previous year, all in reasonable detail and accompanied by a report thereon by PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Required Lenders, which report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the Borrower and its Subsidiaries, as at the dates indicated, and the results of 47 their operations and cash flows for the periods indicated in conformity with GAAP (applied on a basis consistent with prior years unless as otherwise stated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (ii) as soon as practicable and in any event within 120 days after the end of each fiscal year of the Borrower, balance sheets of the Borrower and the Non-Insurance Subsidiaries and balance sheets of the Insurance Subsidiaries, each as at the end of such year, and the related statements of income, stockholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, together with the consolidating intercompany eliminations and adjustments, all in reasonable detail and accompanied by a report thereon by PricewaterhouseCoopers or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Required Lenders, which report shall state that the balance sheets of the Borrower and the Non-Insurance Subsidiaries and balance sheets of the Insurance Subsidiaries and the related statements of income, stockholders' equity and cash flows, together with consolidating intercompany eliminations and adjustments, were subjected to the auditing procedures applied in the examination of the consolidated financial statements referred to in Section 5.04(b)(i) and are fairly stated in all material respects in relation to the consolidated financial statements taken as a whole; and (iii) as soon as practicable and in any event within 120 days after the end of each fiscal year of each Insurance Subsidiary, a copy of the Annual Statement of such Insurance Subsidiary for such fiscal year and as filed with the Applicable Regulatory Insurance Authority, all prepared in accordance with SAP, and accompanied by the certification of a Financial Officer of such Insurance Subsidiary that such Annual Statement presents fairly in all material respects the financial condition and results of operations of such Insurance Subsidiary in accordance with SAP; (c) together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to Sections 5.04(a) and (b) above, (i) a certificate of a Financial Officer stating that the signer thereof has reviewed the terms of this Agreement and the Notes, if any, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such certificate, of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; (ii) a Compliance Certificate demonstrating in reasonable detail (x) compliance during and at the end of such accounting periods with the covenants contained in Sections 5.12, 6.02, 6.04, 6.10 and 6.11 and Article VII and (y) the amount of the 48 Guaranteed Portion as of the end of such accounting periods; and (iii) an updated Schedule 3.19 showing the total amount of "Priority Indebtedness" as defined in and as permitted under each of the documents governing Indebtedness and the other agreements of the Borrower and its Subsidiaries and an itemized list of the types and amounts of such "Priority Indebtedness" (including the Guaranteed Portion) in existence under each such Indebtedness document and other agreement as of the end of such accounting periods; (d) together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to Section 5.04(b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention that causes them to believe that either or both the information contained in the certificates delivered therewith pursuant to Section 5.04(b) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.04(c) above for the applicable fiscal year are not stated in accordance with the terms of this Agreement; (e) promptly upon request therefor, all reports submitted to the Borrower by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, all (i) financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any of its Subsidiaries to its security holders other than the Borrower or another of its Subsidiaries, (ii) regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions, and (iii) press releases and other statements made available generally by the Borrower or any of it Subsidiaries to the public concerning material developments in the business of the Borrower and its Subsidiaries; (g) promptly upon any officer of the Borrower obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, or becoming aware that any Lender or the Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) that any Person has given any notice to the Borrower or any of its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type 49 referred to in paragraph (f) of Article VIII or (iii) of any condition or event that might have a Material Adverse Effect, a certificate of a Financial Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (h) promptly upon any officer of the Borrower obtaining knowledge of (i) the institution of, or threat of any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Lenders, or (ii) any material development in any action, suit, proceeding, governmental investigation or arbitration, which, in either case, if adversely determined, might have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Lenders and provide such other information as may be reasonably available to it to enable the Lenders and their counsel to evaluate such matters; (i) promptly (i) after receipt thereof, copies of all regular and periodic reports of examinations (including, without limitation, triennial examinations and annual risk adjusted capital reports) of any Insurance Subsidiary, delivered to such Person by any Applicable Insurance Regulatory Authority, insurance commission or similar regulatory authority, (ii) after receipt thereof, written notice of any assertion by any Applicable Insurance Regulatory Authority or any governmental agency or agencies substituted therefor, as to a violation of any Applicable Law by any Insurance Subsidiary which is likely to have a Material Adverse Effect, (iii) after receipt thereof, a copy of any notice termination, cancellation or recapture of any Reinsurance Agreement or Retrocession Agreement to which an Insurance Subsidiary is a party to the extent such termination or cancellation is likely to have a Material Adverse Effect and (iv) after receipt thereof, copies of any notice of actual suspension, termination or revocation of any license to transact insurance business or restriction thereon of any Insurance Subsidiary by any Applicable Insurance Regulatory Authority or of receipt of notice from any Applicable Insurance Regulatory Authority notifying any of the Insurance Subsidiaries of a hearing (which is not withdrawn within ten (10) days) relating to such a suspension, termination, revocation or restriction, including any request by an Applicable Insurance Regulatory Authority which commits any of the Insurance Subsidiaries to take, or refrain from taking, any action which affects the authority of any of the Insurance Subsidiaries to conduct its business; (j) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender; (k) promptly upon the occurrence thereof, and in any event within five days, notice of a Change of Control, and, as promptly thereafter as possible, such information as may be reasonably available to the Borrower to enable the Lenders and their counsel to evaluate such matter; and 50 (l) promptly upon receipt thereof, copies of any notices issued by S&P or Moody's with respect to a change in the rating or outlook of the Borrower's Index Debt. SECTION 5.05. ERISA. As soon as possible and, in any event, within ten (10) days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Lenders a certificate of the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any contribution required to be made with respect to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or may incur any liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. The Borrower will deliver to each of the Lenders upon request a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any material notices received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be delivered to the Lenders no later than ten (10) days after the date such report has been filed with the Internal Revenue Service or such notice has been received by the Borrower, the Subsidiary or the ERISA Affiliate, as applicable. SECTION 5.06. Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit any 51 representatives designated by any Lender to visit and inspect the financial records and the properties of the Borrower or any of its Subsidiaries at reasonable times and as often as requested and to make extracts from and copies of such financial records, and permit any representatives designated by any Lender to discuss the affairs, finances and condition of the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefor. SECTION 5.07. Use of Proceeds. Use proceeds of the Loans only (i) to pay all outstanding obligations under the Existing Facility, (ii) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business, and (iii) for general corporate purposes. SECTION 5.08. Equal Security for Loans and Notes; Ratable Guaranties. (a) In the event the Borrower or any of its Subsidiaries shall create, incur, assume or permit to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted pursuant to the provisions of Section 6.03 (unless prior written consent to the creation or assumption thereof shall have been obtained from the Required Lenders), make or cause to be made, at the request of the Required Lenders, effective provision whereby the Loans and the Notes will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured as long as any such other Indebtedness shall be so secured; provided that this covenant shall not be construed as consent by the Required Lenders to any violation by the Borrower or any of its Subsidiaries of the provisions of Section 6.03. (b) In the event any Subsidiaries of the Borrower who are not Guarantors or whose Guaranty is limited in amount to less than the Guaranteed Obligations enter into any Contingent Obligations with respect to the Borrower's Indebtedness (other than the Loans) permitted under Section 6.02, the Borrower shall cause such Subsidiaries to enter into guaranties of the Loans in form and substance satisfactory to the Administrative Agent on an equal and ratable basis with any and all other Indebtedness thereby guaranteed as long as any such other Indebtedness shall be so guaranteed; provided that this covenant shall not be construed as consent by the Required Lenders to any violation by any Subsidiary of the Borrower of the provisions of Section 6.02. SECTION 5.09. Pari Passu Ranking. Take, or cause to be taken, all action that may be or become necessary or appropriate to ensure that the obligations of the Borrower with respect to the Loans and the Notes will continue to constitute its direct and unconditional obligations, ranking at least pari passu in right of payment with all other present and future unsecured Indebtedness of the Borrower. SECTION 5.10. Corporate Franchises, Patents and Licenses. Do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses and patents; provided, however, that nothing in this Section 5.10 shall prevent the withdrawal by the Borrower or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal could not have a Material Adverse Effect on the business, operations, 52 property, assets, condition (financial or otherwise) or prospects of the Borrower or such Subsidiary. SECTION 5.11. Additional Guarantors; Additional Collateral. Upon (a) the request of the Administrative Agent or (b) the formation or acquisition of any new direct or indirect Subsidiary by the Borrower, the Borrower shall, in each case at the Borrower's expense, (a) within 10 days after such request, formation or acquisition, (i) cause such Subsidiary to duly execute and deliver to the Administrative Agent an amendment to the Guaranty substantially in the form attached to the Guaranty, whereby such Subsidiary shall jointly and severally guarantee an amount of Obligations equal to the Guaranteed Portion, and (ii) cause, or direct the owner or owners of the outstanding Equity Interests of such Subsidiary to cause, such Subsidiary to duly execute and deliver to the Administrative Agent a pledge amendment substantially in the form attached to the Pledge Agreement, together with (x) instruments evidencing the Pledged Debt (as defined in the Pledge Agreement) endorsed in blank and (y) duly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Pledge Agreement covering the Collateral described in the Pledge Agreement, whereby such Subsidiary shall grant a Lien on such Pledged Debt to secure an amount of Obligations equal to the Guaranteed Portion; provided, that (A) no Subsidiary of the Borrower will be required to be a Guarantor if the incurrence of such guaranty would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party, existing and as in effect on the Closing Date, or would violate Applicable Law and (B) the Collateral will exclude any assets as to which the granting of a Lien thereon would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party, existing and as in effect on the Closing Date; (b) upon request of the Administrative Agent, deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of outside counsel for the Loan Parties acceptable to the Administrative Agent with respect to any of the foregoing (including any of the foregoing guaranties and pledges being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, and any of the recordings, filings and other actions requested by the Administrative Agent being sufficient to create valid perfected Liens on such properties) and as to such other matters as the Administrative Agent may reasonably request; and (c) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties and pledges. 53 SECTION 5.12. Additional Financings. Obtain incremental net cash proceeds and/or availability from additional financings in the form of structured asset sales, additional loan agreements (including increases in the Total Commitment after the Closing Date), issuances of bonds, financings by SAC that result in payments on receivables to the Borrower or its Subsidiaries or other financings in an aggregate amount of at least $150,000,000 prior to September 30, 2002. SECTION 5.13. Delivery of Corporate Documents. Within 30 days after the Closing Date, the Borrower shall deliver to the Administrative Agent (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Guarantor (other than U-Haul International, Inc. and Amerco Real Estate Company), certified as of a recent date by the Secretary of State of the state of each such Guarantor's organization, and a certificate as to the good standing of each such Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Guarantor (other than U-Haul International, Inc. and Amerco Real Estate Company) certifying (A) that attached thereto is a true and complete copy of the by-laws of each Guarantor (other than U-Haul International, Inc. and Amerco Real Estate Company) as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions delivered to the Administrative Agent pursuant to Section 4.01(d)(ii)(B) and (B) that the certificate or articles of incorporation of each Guarantor (other than U-Haul International, Inc. and Amerco Real Estate Company) have not been amended since the date of the last amendment thereto shown on the certificated articles of incorporation furnished pursuant to clause (i) above; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above. ARTICLE VI. NEGATIVE COVENANTS The Borrower covenants and agrees with each Lender and the Administrative Agent that, so long as this Agreement shall remain in effect or the principal of or interest on any Loan, any Fees or any other expenses or amounts payable under any Loan Document shall be unpaid, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not cause or permit any of its Subsidiaries to: SECTION 6.01. Limitations on Restrictions on Subsidiary Dividends, etc. Enter into or permit to exist any indenture, agreement, instrument or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, (i) the ability of any Subsidiary of the Borrower to make loans or advances to the Borrower or to declare and pay dividends or make distributions on shares of such Subsidiary's capital stock (whether now or hereafter outstanding); provided, however, that any agreement to subordinate Indebtedness owing from any Subsidiary of the Borrower to the Borrower or owing between Subsidiaries of the Borrower to any Priority Indebtedness or to any guarantee of such Indebtedness shall not be deemed to violate this Section 6.01 so long as any such agreement to subordinate does not directly or indirectly prohibit or restrain the ability of 54 any such Subsidiary to make loans or advances to the Borrower or to declare and pay dividends or make distributions on shares of such Subsidiary's capital stock (whether now or hereafter outstanding), (ii) the ability of the Borrower or any of its Subsidiaries to create, grant or assume any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, to secure the Facility, or (iii) the ability of any Subsidiary of the Borrower to guaranty the Borrower's Indebtedness, except, in the case of clauses (ii) and (iii), for the Indebtedness and other agreements described on Schedule 6.01 as in effect on the Closing Date, the Borrower's bond indentures existing and as in effect on the Closing Date, and any indenture, agreement, instrument or other arrangement containing restrictions or prohibitions which are no more restrictive to the Borrower or its Subsidiaries than the terms as set forth in the Borrower's bond indentures existing and as in effect on the Closing Date. SECTION 6.02. Priority Indebtedness. Incur, create, assume or permit to exist at any time any Indebtedness or any Sale and Leaseback Obligation, which would result in (a) the sum, without duplication, of (i) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness of any wholly-owned Subsidiary of the Borrower to the Borrower or of any other wholly-owned Subsidiary of the Borrower to any wholly-owned Subsidiary of the Borrower), (ii) Indebtedness that is secured by Liens permitted under Section 6.03 and (iii) Sale and Leaseback Obligations (other than Sale and Leaseback Obligations that are not Capitalized Lease Obligations and that were entered into prior to the date hereof), exceeding (b) 10% of Consolidated Tangible Net Assets (any such Indebtedness permitted and existing under this Section 6.02 being herein referred to as "Priority Indebtedness"); provided that the amount of Priority Indebtedness available hereunder shall not be greater than the lowest amount of "Priority Indebtedness" as defined in and as available under the documents governing Indebtedness and the other agreements described on Schedule 6.01 and any comparable provision in any other Indebtedness document or other agreement, in each case, so long as such documents or agreements are applicable, if at all; and, if all such documents or agreements are no longer outstanding, then the limit on the amount of Priority Indebtedness set forth in this proviso shall be eliminated; provided, further, that the Sale and Leaseback Obligations included in clause (iii) of this Section 6.02 shall exclude up to $50,000,000 of Sale and Leaseback Obligations entered into after the Closing Date that are not Capitalized Lease Obligations at such time as the definitions of "Priority Indebtedness" in all of the documents governing Indebtedness and the other agreements described on Schedule 6.01 and any comparable provision in any other Indebtedness document or other agreement are amended to provide for such exclusion or all such documents and agreements are no longer applicable. For the avoidance of doubt, the amount of the Guaranteed Portion shall be applied against the amount of Priority Indebtedness permitted under this Section 6.02. SECTION 6.03. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including any stock or other securities of any Person (including any Subsidiary of the Borrower)) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: 55 (a) Liens existing on the date hereof on property or assets of the Borrower and its Subsidiaries securing monetary obligations of the Borrower or any of its Subsidiaries, which, to the extent securing Indebtedness in excess of $1,000,000, are set forth in Schedule 6.03 and any replacement, extension or renewal of any such Lien; provided that (x) no such replacement, extension or renewal shall encumber any additional assets of the Borrower or any of its Subsidiaries and (y) the amount of Indebtedness secured by such Lien shall not be increased from that existing on the Closing Date; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any of its Subsidiaries; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) any such Lien does not by its terms cover any property or assets after the time the Borrower directly or indirectly acquires such property or assets which were not covered immediately prior thereto, and (iii) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of acquisition of such property or assets; (c) Liens for taxes not yet due or which are being contested in compliance with Section 5.03; (d) carriers', warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not yet due or which are being contested in compliance with Section 5.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations (other than any Lien arising under Section 412(N) of the Code, under Section 302 of ERISA or under Title IV of ERISA); (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens granted by a Subsidiary of the Borrower in favor of the Borrower, as long as the obligations secured by such Liens are pledged to the Administrative Agent for the benefit of the Lenders; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any of its Subsidiaries; provided that (i) such security interests secure 56 Indebtedness permitted by Sections 6.02 and 7.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or construction); (iii) such security interests do not apply to any other property or assets of the Borrower or any of its Subsidiaries; and (iv) the Indebtedness secured by such security interests does not exceed the lesser of the cost or fair market value of the property or assets at the time of acquisition; and (j) Liens, in addition to the Liens permitted by clauses (a) through (i) above, securing Indebtedness of the Borrower or any of its Subsidiaries (including the Obligations hereunder); provided that such Indebtedness is permitted by Section 6.02. SECTION 6.04. Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with the Borrower or any of its Subsidiaries, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all of its assets or all or any substantial part of its Core Assets, in each case whether now owned or hereafter acquired, or enter into any agreement to do any of the foregoing at any future time; provided, however, that the Borrower or any of its Subsidiaries may consolidate or merge with any other Person (other than a merger or consolidation of a Guarantor into the Borrower) if (a) the Borrower or such Subsidiary shall be the surviving corporation and (b) no Event of Default or Default has occurred and is continuing or would occur as a result of such merger or consolidation. For the purposes of this Section 6.04, a sale, transfer, lease (other than Core Assets leased pursuant to a Sale and Leaseback Transaction consummated within 120 days of the acquisition thereof) or other disposition of a "substantial part" of the Core Assets of the Borrower or any of its Subsidiaries shall be deemed to have occurred if the book value of the Core Assets to be sold, transferred, leased or otherwise disposed of (or, in the case of shares of capital stock of a Subsidiary of the Borrower owning Core Assets, the greater of the book value of such shares or the proceeds realized from the sale, transfer or other disposition of such shares) when added to the book value (and/or proceeds realized, when applicable, in the case of shares of capital stock of a Subsidiary of the Borrower owning Core Assets) of Core Assets sold, transferred, leased or otherwise disposed of by the Borrower or any of its Subsidiaries (other than (i) Core Assets sold, transferred, leased or disposed of to wholly-owned Subsidiaries of the Borrower and (ii) Core Assets that, when sold, transferred, leased or disposed of, were worn-out, obsolete or unserviceable) during the preceding 12 calendar months, exceeds 10% of Consolidated Tangible Net Assets as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which such sale, transfer, lease or disposition occurs. SECTION 6.05. Disposition of Capital Stock of Subsidiaries of the Borrower. (a) Sell or dispose of any shares of capital stock or other equity securities of any Subsidiary of the Borrower or any rights to acquire such shares (each, a 57 "Subsidiary Stock Transfer") unless (i) not less than the fair market value is received in respect of any such Subsidiary Stock Transfer and (ii) such Subsidiary Stock Transfer is not otherwise prohibited under Section 6.04; and (b) Notwithstanding anything to the contrary in Section 6.03, pledge, assign or otherwise encumber any Equity Interests of any Subsidiary of the Borrower or any rights to acquire such Equity Interests (other than as security for the Obligations). SECTION 6.06. Sale of Receivables. Directly or indirectly, sell with recourse, or sell for less than the fair market value thereof, any of its notes or accounts receivable. SECTION 6.07. Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates or any holder of any shares of capital stock of the Borrower or any Affiliate of any such holder, except that as long as no Default or Event of Default shall have occurred and be continuing, the Borrower or its Subsidiaries may engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties; provided, however, that the foregoing restriction shall not apply to any transaction between the Borrower and its wholly-owned Subsidiaries or between any wholly-owned Subsidiaries of the Borrower. SECTION 6.08. Business of Borrower and its Subsidiaries. Enter into at any time any business or business activity that would result in any material change in, or addition to, the lines of business engaged in by the Borrower and its Subsidiaries on the Effective Date of this Agreement. SECTION 6.09. Preferred Stock. Issue any shares of preferred stock that provides for any mandatory redemption, sinking fund payment, mandatory repurchase or mandatory prepayment, or allows the holders thereof to require the Borrower or any Subsidiary to repurchase such preferred stock at the option of such holders or upon the occurrence of an event or events, except that the Borrower may, but only with the written consent of the Required Lenders, issue preferred stock which contains provisions allowing a holder thereof to require the Borrower to purchase such preferred stock at the option of such holder upon the occurrence of specified events. SECTION 6.10. Restricted Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) so long as no Event of Default has occurred and is continuing, the Borrower may declare and pay dividends in a manner consistent with past practices, with respect to (i) its Series A Preferred Stock, no par value, issued prior to the Closing Date, and (ii) any preferred stock issued after the Closing Date, (c) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (d) the Borrower may make Restricted Payments pursuant to and in accordance with stock 58 option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and may buy back the Borrower's common stock in an amount not to exceed $10,000,000 per year and (e) the Borrower may make Restricted Payments (i) to the extent that, after giving effect to such Restricted Payment, the sum of (x) the Borrower's cash and (y) unused availability under this Agreement is at least $100,000,000 more than the aggregate amount of the Borrower's Indebtedness maturing within 18 months from the date of such Restricted Payment and (ii) if the ratio of Adjusted Operating Earnings to Fixed Charges for the period consisting of the four consecutive fiscal quarters ended immediately prior to the date of such Restricted Payment for which financial statements are available is not less than 2.0 to 1.0; provided that, immediately after giving effect to such Restricted Payment, no Default or Event of Default would exist. SECTION 6.11. Transfers of Assets to Insurance Subsidiaries. Make any Investment in or transfer any property, stock or other Equity Interests, Core Assets, cash, cash equivalents, receivables, or other assets (other than (i) premiums and deductibles paid to the Insurance Subsidiaries in the ordinary course of business, (ii) service fees related to self-insured medical expenses and (iii) other working capital amounts which are not outstanding for more than 30 days, in each case consistent with past practices) to any of the Insurance Subsidiaries in an amount or value in excess of $35,000,000 in the aggregate over the term of this Agreement. SECTION 6.12. Private Placement Amendment. Amend the Private Placement in any manner adverse to the Lenders or which results in any of the covenants or defaults contained therein being more restrictive in any respect than the provisions hereof, including, without limitation, any amendment to the financial covenants contained therein, without the consent of the Required Lenders. SECTION 6.13. Intercompany Indebtedness. Enter into, create, incur, assume or permit to exist any Indebtedness owing by the Borrower to any of its Subsidiaries or by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower unless such Indebtedness is evidenced by a promissory note substantially in the form of Exhibit J hereto and is pledged by the Borrower or any Guarantor to the Administrative Agent for the benefit of the Lenders; provided, that notwithstanding the foregoing, Indebtedness owing by the Borrower or any Subsidiary to any of the Insurance Subsidiaries, INW Company or U-Haul Co. (Canada) Ltd. Shall not be required to be pledged. ARTICLE VII. FINANCIAL COVENANTS The Borrower covenants and agrees with each Lender and the Administrative Agent that, so long as this Agreement shall remain in effect or the principal of or interest on any Loan, any Fees or any other expenses or amounts payable under any Loan Document shall be unpaid, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not cause or permit any of its Subsidiaries to: 59 SECTION 7.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness if, at any time, the ratio of Consolidated Indebtedness to Adjusted Capitalization would exceed 0.65 to 1.0. SECTION 7.02. Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as of the most recently ended fiscal quarter to be less than the sum of: (a) $597,000,000 plus (b) 25% of cumulative Consolidated Net Income for each fiscal year ending after March 31, 2001, through the date of determination, with no reduction for losses, if any, in any fiscal year. SECTION 7.03. Fixed Charge Coverage Ratio. Permit at the end of any fiscal quarter the ratio of Adjusted Operating Earnings to Fixed Charges for the period consisting of the four consecutive fiscal quarters ending with such fiscal quarter to be less than 1.50 to 1.0. ARTICLE VIII. EVENTS OF DEFAULT In case of the happening of any of the following events ("Events of Default"): (a) any representation or warranty made or deemed made in or in connection with any Loan Document to which the Borrower is a party, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any such Loan Document, shall prove to have been false in any material respect when so made, deemed made or furnished; (b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; (c) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three days; (d) default shall be made in the due observance or performance by the Borrower or its Subsidiaries of any covenant, condition or agreement contained in Section 5.01(a), Section 5.04(g), (h) or (k), Section 5.08, Section 5.12, Article VI, Article VII or Section 10.11; (e) default shall be made in the due observance or performance by the Borrower or its Subsidiaries of any covenant, condition or agreement contained in any Loan Document to which the Borrower is a party (other than those governed by (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) the day on which an officer of the Borrower first 60 obtains knowledge of such default and (ii) the day on which notice thereof is given to the Borrower by the Administrative Agent or any Lender; (f) the Borrower or any of its Subsidiaries shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than Indebtedness evidenced by the Loan Documents) in a principal amount in excess of $10,000,000, when and as the same shall become due and payable, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrower or any Material Subsidiary, or of a substantial part of the property or assets of the Borrower or any Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of the property or assets of the Borrower or any Material Subsidiary or (iii) the winding-up or liquidation of the Borrower or any Material Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of the property or assets of the Borrower or any Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Borrower, any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor 61 to levy upon assets or properties of the Borrower or any of its Subsidiaries to enforce any such judgment; (j) any order, judgment or decree shall be entered against the Borrower decreeing the dissolution or split up of the Borrower and such order shall remain undischarged or unstayed for a period in excess of 30 days; (k) (i) any Plan shall fail to satisfy the minimum funding standard required for any Plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, any Plan which is subject to Title IV of ERISA shall have had or is likely to have a trustee appointed to administer such Plan, any Plan which is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a contribution required to be made with respect to a Plan or a Foreign Pension Plan has not been timely made, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the Borrower or any Subsidiary of the Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Plans or Foreign Pension Plans; (ii) there shall result from any such event or events the imposition of a lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (iii) such lien, security interest or liability, individually, and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect upon the business, operations, condition (financial or otherwise) or prospects of the Borrower or any Subsidiary of the Borrower; (l) a Change of Control; (m) any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Loan Party party to it, or any such Loan Party shall so state in writing or shall disaffirm any of its Obligations under any Loan Document; or (n) the Pledge Agreement or any financing statement shall for any reason cease to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby; 62 then, and in every such event (other than an event with respect to the Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments; and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. ARTICLE IX. THE ADMINISTRATIVE AGENT In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders, and each subsequent holder of any Note by its acceptance thereof, hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender or holder and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder by or through its officers, directors, agents or employees. The Administrative Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give prompt notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry 63 concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. The Administrative Agent shall not be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 10.04. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided in Section 10.08(b) or elsewhere herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. The Administrative Agent may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon (i) the advice of legal counsel (including counsel to the Borrower) with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel and (ii) all statements and communications received from the Borrower or from any other Person, believed by it to be authentic, and shall not be liable for any action taken or omitted in good faith on such reliance. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative 64 Agent which shall be a bank with an office in the United States of America, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. With respect to the Loans made by it hereunder and the Notes issued to it, the Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent. Each Lender recognizes that applicable laws, rules, regulations or guidelines of Governmental Authorities may require the Administrative Agent to determine whether the transactions contemplated hereby should be classified as "highly leveraged" or assigned any similar or successor classification, and that such determination may be binding upon the other Lenders. Each Lender understands that any such determination shall be made solely by the Administrative Agent based upon such factors (which may include, without limitation, the Administrative Agent's internal policies and prevailing market practices) as the Administrative Agent shall deem relevant and agrees that the Administrative Agent shall have no liability for the consequences of any such determination. Each Lender agrees (i) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. The 65 obligations of the Lenders under this paragraph shall survive termination of the Agreement. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents and information expressly required to be furnished by the Administrative Agent to the Lenders hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any of its Subsidiaries (or any of their Affiliates) that may come into the possession of the Administrative Agent or any of its Affiliates. Each Lender hereby acknowledges that neither the syndication agent nor the documentation agent has any liability hereunder other than in its capacity as a Lender. ARTICLE X. MISCELLANEOUS SECTION 10.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telecopy or other telegraphic communications equipment of the sending party, as follows: (i) if to the Borrower, to it at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-3239, Attention of Gary B. Horton (Telecopy No. (702) 688-6338); (ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Maggie Swales (Telecopy No. (212) 552-5662), with a copy to JPMorgan Chase Bank, 1 Bush Street, Suite 1380, San Francisco, California 94104, Attention of William Rindfuss (Telecopy No. (415) 371-4881); and (iii) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01, the Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. 66 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy, or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. SECTION 10.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of the Notes evidencing such Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated. Notwithstanding the foregoing, the obligations of the Borrower contained in Sections 2.12, 2.14, 2.18 and 10.05 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the principal of and interest on any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. SECTION 10.03. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each Lender, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns permitted hereunder. SECTION 10.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any 67 attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it and the Notes held by it, if any) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause (b), (c), (g), (h) or (j) of Article VIII has occurred and is continuing, any other assignee; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an Eligible Assignee that is a Lender immediately prior to giving effect to such assignment or that is an Affiliate of such a Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans of any Type, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (b), (c), (g), (h) or (j) of Article VIII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Type of Commitment or Loan; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with the Note 68 or Notes subject to such assignment, if any, and a processing and recordation fee of $3,500; and (D) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Acceptance the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15, 2.18 and 10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee, together with the Notes or Notes subject to such assignment, if any, the Eligible Assignee's completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Upon the new Lender's request, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, if any, a new Note or Notes to the order of such assignee. Such new Note or Notes shall be dated the date of the surrendered Note or Notes which they replace and 69 shall otherwise be in substantially the form of Exhibit A hereto. Canceled Notes shall be returned to the Borrower. (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and the Note held by it, if any); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.08(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15 and 2.18 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16 as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.12, 2.13 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(e) as though it were a Lender. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the Notes issued to it, if any, to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a 70 security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. SECTION 10.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger in connection with the syndication of this Facility, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Notes, including the fees, charges and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, Lead Arranger or any Lender. The Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any present or future stamp taxes or documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Administrative Agent, the Lead Arranger, each Lender and each of their respective directors, officers, employees and agents (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Borrower hereunder shall include, but not be limited to: (x) the burden and expense of defending all claims, suits and administrative proceedings (with counsel chosen by the Indemnitee or, if requested by such Indemnitee, by the Borrower and reasonably acceptable to such Indemnitee), even if such claims, suits or proceedings are groundless, false or fraudulent; (y) conducting all negotiations of any description; and (z) paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due from or rendered against such Indemnitee. In the event that any Indemnitee shall allow legal counsel to the Borrower to conduct or defend any action to which the indemnification rights of this 71 Section could be applicable, such Indemnitee shall retain the right to participate in and monitor the progress of any claims, suits and administrative proceedings with counsel of such Indemnitee's own choice, and the reasonable fees and disbursements of such counsel shall be paid by the Borrower. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (c) All amounts due under this Section 10.05 shall be due and payable upon written demand therefor. SECTION 10.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all the obligations of the Borrower now or hereafter existing under this Agreement and any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 10.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered 72 into by the Borrower and Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender affected thereby, (ii) decrease or extend the date for payment of the Facility Fees of any Lender without the prior written consent of such Lender, (iii) increase or extend any Lender's Commitment, without the prior written consent of such Lender, (iv) release all or substantially all of the Collateral or release all or substantially all of the Guarantors from the Guaranty, without the consent of all of the Lenders, or (v) amend or modify the provisions of Section 2.15, the provisions of this Section, the percentages in the definition of "Required Lenders", the second sentence of Section 10.04(a)(i) or any other provision requiring the consent of each Lender, without in each case the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. SECTION 10.09. Interest Rate Limitation. Notwithstanding anything herein or in the Notes to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the "Charges"), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable on the Loans made by such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate. SECTION 10.10. Independence of Covenants. All covenants contained in this Agreement shall be given independent effect such that, in the event a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default or Default if such action is taken or such condition exists. SECTION 10.11. Change in Accounting Principles. In the event any change in accounting principles from those used in the preparation of the financial statements referred to in Section 3.05 hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by, or required by, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) directly results in (or would with the passage of time result in) a change in the method of calculation of financial covenants, standards or terms found in Articles I, V and VI and as a result thereof, the Borrower is unable to comply with its related covenants hereunder, the parties hereto agree to use their best- 73 faith efforts for a period of 90 days from the date a responsible officer of the Borrower first becomes aware of the effectiveness or proposed effectiveness of such changes, to amend such provisions so as to reflect equitably such changes with the desired result that (a) such provisions provide to the Lenders (in their sole discretion) adequate protection and security consistent with that provided by the original provisions and (b) the criteria for evaluating the Borrower's financial condition shall be the same after such change as if such change had not been made. In the event that a responsible officer of the Borrower does not become aware of such changes prior to their effectiveness, and such changes directly result in an event which would, pursuant to Article VII, constitute a Default or an Event of Default hereunder, during such 90-day period (so long as the Borrower continues to use its best faith efforts to amend such provision), such default shall not constitute or be deemed a Default or Event of Default hereunder and neither the Administrative Agent nor any Lender may commence any remedial action against the Borrower based thereon (which restriction shall not apply to any other defaults which constitute Events of Default); provided, however, that if the Borrower and the Required Lenders have not reached agreement on appropriate modifications to such provisions by the earlier of (i) the date upon which the Borrower ceases using its best faith efforts to reflect appropriate changes and (ii) the expiration of such 90-day period, any and all limitations contained in this Section 10.11 shall immediately expire and be of no further force or effect. SECTION 10.12. Entire Agreement. This Agreement and the other Loan Documents and the agreements referred to in Section 2.06(b) constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof (other than the agreements referred to in Section 2.06(b)) is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. SECTION 10.13. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13. 74 SECTION 10.14. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 10.15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 10.03. SECTION 10.16. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. SECTION 10.17. Jurisdiction; Consent to Service of Process. (a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any jurisdiction. (b) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) The Borrower hereby irrevocably designates, appoints and empowers the Consent Agent, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its properties, service of any and all 75 legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason the Consent Agent shall cease to be available to act as such, the Borrower agrees to designate a new Consent Agent in New York City on the terms and for the purposes of this provision satisfactory to the Administrative Agent. The Borrower further irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. [THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW] 76 IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. AMERCO By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] JPMORGAN CHASE BANK, individually and as Administrative Agent By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] BANK OF AMERICA, N.A. By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] BANK ONE, NA, with its main office in Chicago, Illinois By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] CITICORP USA, INC. By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] WELLS FARGO BANK, N.A. By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] FLEET NATIONAL BANK By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] U.S. BANK NATIONAL ASSOCIATION By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] WASHINGTON MUTUAL BANK By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] LASALLE BANK NATIONAL ASSOCIATION By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] KBC BANK N.V. By _______________________________ Name: Title: [THIS SPACE INTENTIONALLY LEFT BLANK ADDITIONAL SIGNATURE PAGES TO FOLLOW] EXHIBIT A [FORM OF] NOTE Reno, Nevada _____________, 2002 FOR VALUE RECEIVED, the undersigned, AMERCO, a Nevada corporation (the "Borrower"), hereby promises to pay to the order of ______________ (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of JPMorgan Chase Bank (the "Administrative Agent") located at 270 Park Avenue, New York, New York 10017, (i) on each Interest Payment Date (as defined in the 3-Year Credit Agreement, dated as of June 28, 2002, among the Borrower, the financial institutions parties thereto and the Administrative Agent (as amended, modified, supplemented, extended or restated from time to time, the "Credit Agreement"), the terms defined therein being used herein as therein defined), _____________ Dollars ($________) or, if less, the aggregate unpaid principal amount of all Loans made to the Borrower by the Lender pursuant to the Credit Agreement to which such Interest Period applies and (ii) on the Maturity Date, the aggregate unpaid principal amount of all Loans made to the Borrower by the Lender pursuant to the Credit Agreement, and to pay interest from the date hereof on the principal amount hereof from time to time outstanding, in like funds, at said office at the rate or rates per annum and payable on the dates provided in the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates and at the times provided in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof. As provided in the Credit Agreement, this Note is subject to voluntary and mandatory prepayment, in whole or in part. In case an Event of Default shall occur and be continuing the principal of and accrued interest on this Note shall become or may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. A-1 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. AMERCO By: ------------------------------- Title: --------------------------- A-2 Loans and Payments

Unpaid Name of Amount and Last Day of Payments Principal Person Type of Interest Period Balance of Making Date Loan of Loan Principal Interest Note Notation ---- ---- ------- --------- -------- ---- --------

A-3 SCHEDULE 1.01 LIST OF EXISTING DEBT AGREEMENT TO BE PAID OFF AND TERMINATED 5-Year Credit Agreement, dated as of June 30, 1997, among AMERCO, the Lenders named therein, and The Chase Manhattan Bank, N.A., as Administrative Agent, as amended, supplemented or otherwise modified from time to time. Total commitments to be terminated on Closing Date: $400,000,000 Outstanding Loans, accrued interest and Fees to be paid off on Closing Date: $299,066,159.05. 1 SCHEDULE 2.01 LENDERS AND COMMITMENTS

Percentage Amount of of Total Name of Lender Commitment Commitments -------------- ---------- ----------- JPMorgan Chase Bank $ 25,000,000 12.195% Bank of America, N.A $ 25,000,000 12.195% Bank One, NA $ 25,000,000 12.195% Citicorp USA, Inc. $ 20,000,000 9.756% Wells Fargo Bank, N.A $ 20,000,000 9.756% Fleet National Bank $ 20,000,000 9.756% U.S. Bank National Association $ 20,000,000 9.756% Washington Mutual Bank $ 20,000,000 9.756% LaSalle Bank National Association $ 20,000,000 9.756% KBC Bank N.V. $ 10,000,000 4.878% Total $205,000,000 100% ============ ======

1 SCHEDULE 3.08 SUBSIDIARIES OF AMERCO CONSOLIDATED SUBSIDIARIES:

Percentage of Voting Stock Owned Name of Entity Jurisdiction of Incorporation by Immediate Parent -------------- ----------------------------- ------------------- PARENT N/A I. AMERCO FIRST LEVEL SUBSIDIARY A. Amerco Real Estate Company Nevada 100% SECOND LEVEL SUBSIDIARIES 1. Amerco Real Estate Services, Inc. Nevada 100% 2. Amerco Real Estate Company of Alabama, Inc. Alabama 100% 3. Amerco Real Estate Company of Texas, Inc. Texas 100% 4. One PAC Company Nevada 100% 5. Two PAC Company Nevada 100% 6. Three PAC Company Nevada 100% 7. Four PAC Company Nevada 100% 8. Five PAC Company Nevada 100% 9. Six PAC Company Nevada 100% 10. Seven PAC Company Nevada 100% 11. Eight PAC Company Nevada 100% 12. Nine PAC Company Nevada 100% 13. Ten PAC Company Nevada 100% 14. Eleven PAC Company Nevada 100% 15. Twelve PAC Company Nevada 100% 16. Fourteen PAC Company Nevada 100% 17. Fifteen PAC Company Nevada 100% 18. Sixteen PAC Company Nevada 100% 19. Seventeen PAC Company Nevada 100% 20. Nationwide Commercial Co. Arizona 100% THIRD LEVEL SUBSIDIARIES a. Yonkers Property Corporation New York 100% FIRST LEVEL SUBSIDIARY B. Republic Western Insurance Company Arizona 100% SECOND LEVEL SUBSIDIARIES 1. North American Fire and Casualty Insurance Louisiana 100% Company 2. Republic Western Syndicate, Inc. New York 100% 3. Republic Claims Service Co. Arizona 100%

1 SCHEDULE 3.08 SUBSIDIARIES OF AMERCO CONSOLIDATED SUBSIDIARIES: (CONTINUED) 4. RWIC Investments, Inc. Arizona 100% THIRD LEVEL SUBSIDIARIES a. Republic Western Specialty Underwriters, Arizona 100% Inc. b. Ponderosa Insurance Agency, Inc. Arizona 100% FIRST LEVEL SUBSIDIARY C. U-Haul International, Inc. Nevada 100% SECOND LEVEL SUBSIDIARIES 1. A & M Associates, Inc. Arizona 100% 2. INW Company Washington 100% 3. U-Haul Business Consultants, Inc. Arizona 100% 4. U-Haul Co. of Alabama, Inc. Alabama 100% 5. U-Haul Co. of Alaska Alaska 100% 6. U-Haul Co. of Arizona Arizona 100% 7. U-Haul Co. of Arkansas Arkansas 100% 8. U-Haul Co. of California California 100% 9. U-Haul Co. (Canada) Ltd. Ontario 100% 10. U-Haul Co. of Colorado Colorado 100% 11. U-Haul Co. of Connecticut Connecticut 100% 12. U-Haul Co. of District of Columbia, Inc. District of Columbia 100% 13. U-Haul of Florida Florida 100% 14. U-Haul Co. of Georgia Georgia 100% 15. U-Haul of Hawaii, Inc. Hawaii 100% 16. U-Haul Co. of Idaho, Inc. Idaho 100% 17. U-Haul Co. of Illinois, Inc. Illinois 100% 18. U-Haul Co. of Indiana, Inc. Indiana 100% 19. U-Haul Co. of Iowa, Inc. Iowa 100% 20. U-Haul Co. of Kansas, Inc. Kansas 100% 21. U-Haul Co. of Kentucky Kentucky 100% 22. U-Haul Co. of Louisiana Louisiana 100% 23. U-Haul Co. of Maine, Inc. Maine 100% 24. U-Haul Co. of Maryland, Inc. Maryland 100% 25. U-Haul Co. of Massachusetts, Inc. Massachusetts 100% 26. U-Haul Co. of Michigan Michigan 100% 27. U-Haul Co. of Minnesota Minnesota 100% 28. U-Haul Co. of Mississippi Mississippi 100% 29. U-Haul Company of Missouri Missouri 100% 30. U-Haul Co. of Montana, Inc. Montana 100% 31. U-Haul Co. of Nebraska Nebraska 100% 2 SCHEDULE 3.08 SUBSIDIARIES OF AMERCO CONSOLIDATED SUBSIDIARIES: (CONTINUED) 32. U-Haul Co. of Nevada, Inc. Nevada 100% 33. U-Haul Co. of New Hampshire, Inc. New Hampshire 100% 34. U-Haul Co. of New Jersey, Inc. New Jersey 100% 35. U-Haul Co. of New Mexico, Inc. New Mexico 100% 36. U-Haul Co. of New York, Inc. New York 100% 37. U-Haul Co. of North Carolina North Carolina 100% 38. U-Haul Co. of North Dakota North Dakota 100% 39. U-Haul Co. of Oklahoma, Inc. Oklahoma 100% 40. U-Haul Co. of Oregon Oregon 100% 41. U-Haul Co. of Pennsylvania Pennsylvania 100% 42. U-Haul Co. of Rhode Island Rhode Island 100% 43. U-Haul Co. of South Carolina, Inc. South Carolina 100% 44. U-Haul Co. of South Dakota, Inc. South Dakota 100% 45. U-Haul Co. of Tennessee Tennessee 100% 46. U-Haul Co. of Utah, Inc. Utah 100% 47. U-Haul Co. of Virginia Virginia 100% 48. U-Haul Co. of Washington Washington 100% 49. U-Haul Co. of West Virginia West Virginia 100% 50. U-Haul Co. of Wisconsin, Inc. Wisconsin 100% 51. U-Haul Co. of Wyoming, Inc. Wyoming 100% 52. U-Haul Leasing & Sales Co. Nevada 100% 53. U-Haul Self-Storage Corporation Nevada 100% 54. U-Haul Co. of Texas Texas 100% THIRD LEVEL SUBSIDIARIES a. Mover's Club, Inc. Texas 100% FIRST LEVEL SUBSIDIARIES D. Oxford Life Insurance Company Arizona 100% SECOND LEVEL SUBSIDIARIES 1. Oxford Life Insurance Agency, Inc. Arizona 100% 2. Christian Fidelity Life Insurance Company Texas 100% 3. Encore Financial, Inc. Wisconsin 100% THIRD LEVEL SUBSIDIARIES a. North American Insurance Company Wisconsin 100% b. Encore Agency, Inc. Louisiana 100% FOURTH LEVEL SUBSIDIARIES i. Community Health, Inc. Wisconsin 80% 3 SCHEDULE 3.08 SUBSIDIARIES OF AMERCO CONSOLIDATED SUBSIDIARIES: (CONTINUED) SUBSIDIARIES (OTHER THAN CONSOLIDATED SUBSIDIARIES):

Percentage of Voting Stock Owned Jurisdiction of by AMERCO and each other Name of Subsidiary Incorporation Subsidiary of AMERCO - ------------------ ------------- -------------------- None N/A

4 SCHEDULE 3.19 PRIORITY INDEBTEDNESS Consolidated Tangible Net Assets as defined As of December 31, 2001 $3,504,942,000 Maximum allowed under Credit Agreement and Agreements reflected on Schedule 6.01 (10% of Consolidated Tangible Net Assets) $ 350,494,000 Priority Indebtedness as defined Amerco Real Estate Senior Notes Series A $ 95,000,000 Amerco Real Estate Senior Notes Series B $ 5,000,000 Subsidiary Mortgage Obligations $ 213,031 Subsidiary Guarantees under this Credit Agreement $ 205,000,000 Total Priority Indebtedness as Defined $ 305,213,031 1 SCHEDULE 6.01 EXISTING INDEBTEDNESS $95,000,000 AMERCO REAL ESTATE SENIOR NOTES SERIES A DATED MARCH 15, 2002 $5,000,000 AMERCO REAL ESTATE SENIOR NOTES SERIES B DATED MARCH 15, 2002 AMERCO SECURITIZED ASSET DEFEASANCE PROGRAM DATED SEPTEMBER 14, 1999 BANK OF MONTREAL SYNTHETIC LEASE FACILITY DATED AS OF JULY 27, 1999 ROYAL BANK OF CANADA SYNTHETIC LEASE FACILITY DATED AS OF APRIL 5, 2001 INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT WITH CHEMICAL BANK DATED MARCH 5, 1992 1 SCHEDULE 6.03 LIENS SECURING INDEBTEDNESS IN EXCESS OF $1,000,000 NONE. 1 EX-10.46 16 p67178exv10w46.txt EX-10.46 EXHIBIT 10.46 PROMISSORY NOTE $5,000,000.00 Date: as of April 1, 1996 FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the order of U-Haul International, Inc., ("Payee") a Nevada corporation, at 2727 North Central Avenue, Phoenix, Arizona 85004, or at such other address as the holder hereof may from time to time designate in writing, without defalcation or offset, the principal sum of up to Five Million Dollars, payable with interest at nine percent (9%) per annum in quarterly installments equal to the quarterly disbursements made to Maker (the "Borrower") directly or indirectly pursuant to certain Collection Account Agreements to which the Borrower is a party and which relate to the mortgage loans on certain real estate owned directly or indirectly by Maker (but only after such quarterly disbursements become available after satisfying pre-existing loan obligations under other notes payable to Payee), payable within ten (10) days each such disbursement is made to the Borrower and continuing until October 1, 2005, when any remaining outstanding principal balance and accrued but unpaid interest thereon is due and payable. The principal balance of this Note may increase, from time to time, up to the $5,000,000.00 face amount according to the disbursements made by Payee to Maker. Interest shall be computed from the date of this Note until paid based on a three hundred sixty (360) day year of twelve equal thirty-day months. Interest shall be compounded monthly. Notwithstanding any provision herein, the total liability for payments of interest or in the nature of interest, shall not exceed the limits now imposed by the applicable usury law including the choice of law rules. In the event of the acceleration of this Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law and any excess portion of such charges that may have been prepaid shall be refunded to the Maker hereof. Such refund shall be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. Maker shall, at any time, have the right to prepay, without penalty or premium, all or any portion of the loan evidenced by this Note upon at least ten (10) days advance notice to Payee. No prepayment may be made, however, on any date other than a regularly scheduled payment date. If any installment of interest or principal or any other payment is not paid by Maker within the time periods hereinafter set forth, then there shall also be immediately due and payable a late charge at the rate of five ($.05) cents for each dollar of such delinquent payment. It is further understood that subject to the provisions hereinafter set forth with regard to grace periods of such default should there by any default in the payment of any installment of interest or principal on the date on which it shall fall due, or in the performance of any of the agreements, conditions, covenants, provisions or stipulations contained in this Note, then Payee, at its option and after the expiration of the grace period, if any, hereinafter set forth, may declare immediately due and payable the entire unpaid balance of principal with interest accrued thereon; and payment thereof of may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Payee in this Note. In such case Payee may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorney's fees. Any default under that certain Promissory Note in the amount of up to $10,000,000.00 dated October 1, 1995 (the "Junior Note"), with the Borrower as maker thereof and U-Haul International, Inc. as Payee, shall constitute a default under this Note and all principal and accrued interest hereunder shall become immediately due and payable. Any check, draft, money order, or other instrument given in payment of all or any portion of this Note may be accepted by Payee and handled for collection, but the acceptance of the check, draft, money order, or other instrument will not constitute payment under the Note or diminish any of Payee's rights under the Note unless and until actual cash proceeds are unconditionally received by Payee and applied to the indebtedness evidenced by this Note. Unless a default under this Note has occurred and is continuing, all payments made by Maker under this Note shall be applied: (i) first, to late charges, costs of collection or enforcement, and similar amounts due, if any, under the Note; (ii) second, to interest which is due and payable under this Note; and (iii) third, the remainder to principal due and payable under this Note. If a default under this Note has occurred and is continuing, all payments made by Maker under this Note shall be applied to the sums due under this Note in any order or combination that Payee may determine, in its sole discretion. Maker and all endorsers, sureties and, guarantors hereby jointly and severally waive presentment for payment, demand, notice of demand, notice on nonpayment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and they agree that the liability of each of them shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee. Maker and all endorsers, sureties, and guarantors consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, with or without substitution, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. The rights and remedies of the Payee under this Note are intended to be cumulative and concurrent and may be pursued singularly, successively, or together against Maker and all sureties, successively, or together against Maker and all sureties, guarantors, and endorsers of the Note, or any of them. If there is more than one Maker, the obligations and covenants of each Maker shall be joint and several. Payee shall not be deemed, by an act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth in writing. A waiver of one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event. 2 A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and any determination that the application of any provision, of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances. Notwithstanding any provision herein, this Note shall be nonrecourse to Maker to the same extent as set forth in Section 20 of the Junior Note. Time is of the strictest essence in the payment and performance by Maker under this Note. This instrument shall be governed by and construed according to the laws of the State of Arizona. IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly executed this Note and has caused it to be duly attested, effective as of the day and year first above written. "MAKER" Four SAC Self-Storage Corporation _________________________________ Mark V. Shoen, President 3 EX-10.46A 17 p67178exv10w46a.txt EX-10.46A EXHIBIT 10.46A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Four SAC Self-Storage Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of April 1, 1996 in the original principal amount of $5,000,000 payable to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. The Note is hereby amended to provide that effective as of April 1, 2002, interest thereunder is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. Four SAC Self-Storage Corporation By: ______________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. U-Haul International, Inc. By: ______________________________ Gary B. Horton, Assistant Treasurer EX-10.47 18 p67178exv10w47.txt EX-10.47 EXHIBIT 10.47 Senior Loan PROMISSORY NOTE $400,000 dated as of February 1, 1998 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 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 FOUR HUNDRED THOUSAND DOLLARS ($400,000) 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. "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 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 -2- 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 $100,000.00 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 $400,000 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 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. -3- "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. "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. -4- "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(i) below. "Property Management Agreement": shall have the meaning given such term in Section 6(1) 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 Assignment and Pledge Agreement and the Collection Account Agreement. "Stated Maturity Date": shall mean February 1, 2008. "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. -5- 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 February 28, 1998 (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 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. 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 -6- 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 February 1, 2005, 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 February 1, 2005 to January 31, 2008. 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 February 1, 2005, 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. 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 -7- 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 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 initialed this -8- 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:______ (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 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; -9- (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 5. 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: (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. -10- (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 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. -11- (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 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 _____ (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 -12- 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 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. -13- (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 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; -14- (ix) has maintained, is maintaining, and shall maintain books and records and bank accounts separate from those of its Affiliates; (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 not, directly or indirectly: -15- (a) 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. (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, 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. (d) Sales. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale. (e) Distributions. Notwithstanding anything to the contrary contained in this Note or the Debt Papers, Maker shall not make any distributions to any of its partners or shareholders, except for distributions expressly permitted by the Assignment and Pledge Agreement. (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. -16- 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, 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 -17- 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 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 -18- 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 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 -19- 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. Notice. 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: SAC Holding 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 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 -20- 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 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. -21- 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. 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 ___________________________ Mark V. Shoen, President -22- EX-10.48 19 p67178exv10w48.txt EX-10.48 EXHIBIT 10.48 Junior Loan PROMISSORY NOTE $100,000.00 dated as of February 1, 1998 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 up to One Hundred Thousand Dollars ($100,000.00), 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. "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 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 -2- 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 $100,000.00 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 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 -3- 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 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. -4- "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(1) 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 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. -5- "Senior Loan": shall mean that certain loan in the amount of $400,000 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 February 1, 2008 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. 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: -6- (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 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. -7- (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 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 -8- 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" 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: (an) 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 (an) 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. -9- (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MM-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 -10- discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest `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; arid, 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 -11- outstanding, together with all Basic Interest (including without limitation, Deferred Interest), and Additional Interest accrued hereunder and not theretofore paid. Each payment of principal of, Basic Interest (including without limitation, Deferred Interest), and Additional Interest on, or any other amounts of any kind with respect to, this Note shall be made by the Maker to the Holder hereof at its office in Phoenix, Arizona (or at any other place which the Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Eastern Standard Time, on the date due thereof; and funds received after that hour shall be deemed to have been received by the Holder on the next following business day. Whenever any payment to be made under this Note shall be stated to be due on a date which is not a business day, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable at the applicable rate during such extension. (b) Late Payment Charges. If any amount of Interest, principal or any other charge or amount which becomes due and payable under this Note is not paid and received by the Holder within five business days after the date it first becomes due and payable, Maker shall pay to the Holder hereof a late payment charge in an amount equal to five percent (5%) of the full amount of such late payment, whether such late payment is received prior to or after the expiration of the ten-day cure period set forth in Section 8(a). Maker recognizes that in the event any payment secured hereby (other than the principal payment due upon maturity of the Note, whether by acceleration or otherwise) is not made when due, Holder will incur extra expenses in handling the delinquent payment, the exact amount of which is impossible to ascertain, but that a charge of five percent (5%) of the amount of the delinquent payment would be a reasonable estimate of the expenses so incurred. Therefore, if any such payment is not received when due and payable, Maker shall without prejudicing or affecting any other rights or remedies of the trustee under those certain Junior Deeds of Trust (or Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing of even date herewith or Holder pay to Holder to cover expenses incurred in handling the delinquent payment, an amount calculated at five percent (5%) of the amount of the delinquent payment. (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 ("PY") of all future installments of principal and interest due pursuant to Section 4(a) of this -12- 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 (degree)[(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 initialed 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:_____ -13- 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 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 -14- (j) 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 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 -15- 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 AN]) SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING 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 -16- 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____ (h) Co-operation. Execute and deliver to Holder any and all instruments, documents and agreements, and do or cause to be done from time to time any and all other acts, reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of the Debt Papers. (i) Requirements of Law. Comply at all times with all Requirements of Law. (j) Management Agreement. Cause or permit the Project to be initially managed by a subsidiary of U-Haul International, Inc. and to be at all times managed by a nationally recognized self-storage property management company (the "Project Manager") 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. -17- 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 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 -18- 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; (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 -19- 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 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. -20- 12. Waiver. (a) Maker, for itself and for its successors, transferees and assigns and all guarantors and endorsers, hereby waives diligence, presentment and demand for payment, protest, notice of protest and nonpayment, dishonor and notice of dishonor, notice of the intention to accelerate, notice of acceleration, and all other demands or notices of any and every kind whatsoever (except only for any notice of default expressly provided for in Section 8 of this Note or in the Security Documents) and the undersigned agrees that this Note and any or all payments coming due hereunder may be extended from time to time in the sole discretion of the Holder hereof without in any way affecting or diminishing their liability hereunder. (b) No extension of the time for the payment of this Note or any payment becoming due or payable hereunder, which may be made by agreement with any Person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability under this Note, either in whole or in part, of the Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of 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 -21- 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 16. 17. 18. 19. .........PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. Limitation of Personal Liability. Except for fraud or knowing misrepresentations, neither Maker nor any partner in Maker shall be liable personally to pay this Note or the indebtedness evidenced hereby, and the Holder shall not seek any personal or deficiency judgment on this Note except for fraud or knowing misrepresentations, and the sole remedy of the Holder hereunder or under any of the other Debt Papers shall (except for fraud, misappropriation of funds or knowing misrepresentations) be under the Security Documents for enforcement thereof or shall otherwise be against the Collateral (defined for purposes hereof as defined in the Mortgage) and any other property at any time securing any or all of the Liabilities (defined for purposes hereof as defined in the Mortgage); provided, however, that the foregoing shall not in any way diminish or affect (i) any rights the Holder may have (as a secured party or otherwise) to, against or with respect, to the Collateral or any other property at any time securing any of the liabilities, (ii) any rights of the Holder against the Maker with respect to any fraud, misappropriation of funds or knowing misrepresentation, or (iii) any rights of the Holder under or with respect to any guaranty at any time furnished to the Holder relating to or concerning any of the Liabilities. 21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN -22- 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. 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 ___________________________ Mark V. Shoen, President -23- EX-10.48A 20 p67178exv10w48a.txt EX-10.48A EXHIBIT 10.48A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of February 1, 1998 in the original principal amount of $100,000.00 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: ------------------------ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: ------------------------ Gary B. Horton, Secretary EX-10.49 21 p67178exv10w49.txt EX-10.49 EXHIBIT 10.49 Senior Loan PROMISSORY NOTE $80,000,000 dated as of July 1, 1998 FOR VALUE RECEIVED, the undersigned Five 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 EIGHTY MILLION DOLLARS ($80,000,000) 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. "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 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 -2- 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 $20,000,000.00 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 $80,000,000 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 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 -3- 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. "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. -4- "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 Assignment and Pledge Agreement and the Collection Account Agreement. "Stated Maturity Date": shall mean July 1, 2008. "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. -5- 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/l000ths percent (8.375%) per annum, payable monthly, in arrears, on the last thy 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. 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 -6- 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 herein below) 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. 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 -7- 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 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 initialed 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. -8- Maker's Initials:_____ (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 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 -9- 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: 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 -10- 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. 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 -11- 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 DEFENSES. 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 _______ 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. -12- 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 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 -13- 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 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; -14- 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 not, directly or indirectly: a. 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. -15- 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, 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. d. Sales. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale. e. Distributions. Notwithstanding anything to the contrary contained in this Note or the Debt Papers, Maker shall not make any distributions to any of its partners or shareholders, except for distributions expressly permitted by the Assignment and Pledge Agreement. 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 -16- 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, 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 -17- of the acts described in any of the preceding clauses (1), (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 (1) 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 -18- 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 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. -19- 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 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. -20- 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 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. -21- 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. FIVE SAC SELF-STORAGE CORPORATION a Nevada corporation _________________________________ Bruce g. Brockhagen, Secretary -22- EX-10.50 22 p67178exv10w50.txt EX-10.50 EXHIBIT 10.50 Junior Loan PROMISSORY NOTE $20,000,000.00 dated as of July 1, 1998 FOR VALUE RECEIVED, the undersigned, Five 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 Twenty Million Dollars ($20,000,000.00), 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. "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 dining such period arising from the ownership, rental, use, occupancy or operation of the Project or any portion thereof. Gross Receipts shall include, without limitation, all receipts from all tenants, licensees and other occupants and users of the Project or any portion thereof, including, without limitation, rents, security deposits and the like, interest earned and paid or credited on all Maker's deposit accounts related to the Project, all proceeds of rent or business interruption insurance, and the proceeds of all casualty insurance or eminent domain awards to the extent not (i) applied, or reserved and applied within six (6) months after the creation of such reserve, to the restoration of the Project in accordance with the Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or (iii) paid to reduce the principal amount of the Senior Loan. Gross Receipts shall 2 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 $20,000,000.00 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 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 3 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 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. 4 "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 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. 5 "Senior Loan": shall mean that certain loan in the amount of $80,000,000 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 July 1, 2008 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. 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: 6 (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 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. 7 (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 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 8 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" 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. 9 (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced, and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 2(h) shall be deemed or construed to waive, restrict, impair, or in any manner affect Holder's rights hereunder or under any provisions of the Debt Papers to consent (or withhold its consent) to: any prepayment of the Loan in whole or in part; sales or other transfers of all or any portion of the Project or any interest therein; sales or other transfers of any ownership interests in Maker; any refinancing of all or any portion of the Loan; any junior financing; or, any other matters which require Holder's consent. (vii) Statement. Books and Records. With each payment of Capital Proceeds Contingent Interest, Maker shall furnish to Holder a statement setting forth Maker's proposed calculation of, Net Capital Proceeds and Capital Proceeds 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 10 discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest 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 11 outstanding, together with all Basic Interest (including, without limitation, Deferred Interest), and Additional Interest accrued hereunder and not theretofore paid. Each payment of principal of, Basic Interest (including, without limitation, Deferred Interest), and Additional Interest on, or any other amounts of any kind with respect to, this Note shall be made by the Maker to the Holder hereof at its office in Phoenix, Arizona (or at any other place which the Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Eastern Standard Time, on the date due thereof; and funds received after that hour shall be deemed to have been received by the Holder on the next following business day. Whenever any payment to be made under this Note shall be stated to be due on a date which is not a business day, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable at the applicable rate during such extension. (b) Late Payment Charges. If any amount of Interest, principal or any other charge or amount which becomes due and payable under this Note is not paid and received by the Holder within five business days after the date it first becomes due and payable, Maker shall pay to the Holder hereof a late payment charge in an amount equal to five percent (5%) of the full amount of such late payment, whether such late payment is received prior to or after the expiration of the ten-day cure period set forth in Section 8(a). Maker recognizes that in the event any payment secured hereby (other than the principal payment due upon maturity of the Note, whether by acceleration or otherwise) is not made when due, Holder will incur extra expenses in handling the delinquent payment, the exact amount of which is impossible to ascertain, but that a charge of five percent (5%) of the amount of the delinquent payment would be a reasonable estimate of the expenses so incurred. Therefore, if any such payment is not received when due and payable, Maker shall without prejudicing or affecting any other rights or remedies of the trustee under those certain Junior Deeds of Trust (or Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing of even date herewith or Holder pay to Holder to cover expenses incurred in handling the delinquent payment, an amount calculated at five percent (5%) of the amount of the delinquent payment. (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 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 4(a) of this 12 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 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 initialed 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: 13 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 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 14 (j) 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 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 15 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 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 16 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 (h) Co-operation. Execute and deliver to Holder any and all instruments, documents and agreements, and do or cause to be done from time to time any and all other acts, reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of the Debt Papers. (i) Requirements of Law. Comply at all times with all Requirements of Law. (j) Management Agreement. Cause or permit the Project to be initially managed by a subsidiary of U-Haul International, Inc. and to be at all times managed by a nationally recognized self-storage property management company (the "Project Manager") 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. 17 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 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 18 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; (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 19 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 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. 20 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 lime for the payment of this Note or any payment becoming due or payable hereunder, which may be made by agreement with any Person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability under this Note, either in whole or in part, of the Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is ever filed with respect thereto. 14. The Debt Papers. This Note is 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 21 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, Arizona 85210 If to the Holder: Nationwide Commercial Co. c/o Amerco 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Donald Murney or Treasurer with a copy to: Nationwide Commercial Co. c/o Amerco 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Gary V. Klinefelter or General Counsel or to either party at such other address in the 48 contiguous continental United States of America as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. 16. Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof. 17. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Arizona. 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. 22 19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. Limitation of Personal Liability. Except for fraud or knowing misrepresentations, neither Maker nor any partner in Maker shall be liable personally to pay this Note or the indebtedness evidenced hereby, and the Holder shall not seek any personal or deficiency judgment on this Note except for fraud or knowing misrepresentations, and the sole remedy of the Holder hereunder or under any of the other Debt Papers shall (except for fraud, misappropriation of funds or knowing misrepresentations) be under the Security Documents for enforcement thereof or shall otherwise be against the Collateral (defined for purposes hereof as defined in the Mortgage) and any other property at any time securing any or all of the Liabilities (defined for purposes hereof as defined in the Mortgage); provided, however, that the foregoing shall not in any way diminish or affect (i) any rights the Holder may have (as a secured party or otherwise) to, against or with respect to the Collateral or any other property at any time securing any of the liabilities, (ii) any rights of the Holder against the Maker with respect to any fraud, misappropriation of funds or knowing misrepresentation, or (iii) any rights of the Holder under or with respect to any guaranty at any time furnished to the Holder relating to or concerning any of the Liabilities. 21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH TELLS 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. 23 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. FIVE SAC SELF-STORAGE CORPORATION a Nevada corporation _________________________________ Bruce G. Brockhagen, Secretary 24 EX-10.50A 23 p67178exv10w50a.txt EX-10.50A EXHIBIT 10.50A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Five SAC Self-Storage Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of July 1, 1998 in the original principal amount of $20,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. Five SAC Self-Storage Corporation By: ____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: ____________________________ Gary B. Horton, Secretary EX-10.51 24 p67178exv10w51.txt EX-10.51 EXHIBIT 10.51 PROMISSORY NOTE $5,000,000.00 Date: as of December 31, 1998 FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the order of U-Haul International, Inc., ("Payee") a Nevada corporation, at 2727 North Central Avenue, Phoenix, Arizona 85004, or at such other address as the holder hereof may from time to time designate in writing, without defalcation or offset, the principal sum of up to Five Million Dollars, payable with interest at nine percent (9%) per annum in quarterly installments equal to the quarterly disbursements made to Maker (the "Borrower") directly or indirectly pursuant to certain Collection Account Agreements to which the Borrower is a party and which relate to the mortgage loans on certain real estate owned directly or indirectly by Maker (but only after such quarterly disbursements become available after satisfying pre-existing loan obligations under other notes payable to Payee), payable within ten (10) days each such disbursement is made to the Borrower and continuing until December 31, 2008, when any remaining outstanding principal balance and accrued but unpaid interest thereon is due and payable. The principal balance of this Note may increase, from time to time, up to the $5,000,000.00 face amount according to the disbursements made by Payee to Maker. Interest shall be computed from the date of this Note until paid based on a three hundred sixty (360) day year of twelve equal thirty-day months. Interest shall be compounded monthly. Notwithstanding any provision herein, the total liability for payments of interest or in the nature of interest, shall not exceed the limits now imposed by the applicable usury law including the choice of law rules. In the event of the acceleration of this Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law and any excess portion of such charges that may have been prepaid shall be refunded to the Maker hereof. Such refund shall be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. Maker shall, at any time, have the right to prepay, without penalty or premium, all or any portion of the loan evidenced by this Note upon at least ten (10) days advance notice to Payee. No prepayment may be made, however, on any date other than a regularly scheduled payment date. If any installment of interest or principal or any other payment is not paid by Maker within the time periods hereinafter set forth, then there shall also be immediately due and payable a late charge at the rate of five ($.05) cents for each dollar of such delinquent payment. It is further understood that subject to the provisions hereinafter set forth with regard to grace periods of such default should there be any default in the payment of any installment of interest or principal on the date on which it shall fall due, or in the performance of any of the agreements, conditions, covenants, provisions or stipulations contained in this Note, then Payee, at its option and after the expiration of the grace period, if any, hereinafter set forth, may declare immediately due and payable the entire unpaid balance of principal with interest accrued thereon; and payment thereof of may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Payee in this Note. In such case Payee may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorney's fees. Any check, draft, money order, or other instrument given in payment of all or any portion of this Note may be accepted by Payee and handled for collection, but the acceptance of the check, draft, money order, or other instrument will not constitute payment under the Note or diminish any of Payee's rights under the Note unless and until actual cash proceeds are unconditionally received by Payee and applied to the indebtedness evidenced by this Note. Unless a default under this Note has occurred and is continuing, all payments made by Maker under this Note shall be applied: (i) first, to late charges, costs of collection or enforcement, and similar amounts due, if any, under the Note; (ii) second, to interest which is due and payable under this Note; and (iii) third, the remainder to principal due and payable under this Note. If a default under this Note has occurred and is continuing, all payments made by Maker under this Note shall be applied to the sums due under this Note in any order or combination that Payee may determine, in its sole discretion. Maker and all endorsers, sureties and, guarantors hereby jointly and severally waive presentment for payment, demand, notice of demand, notice on nonpayment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and they agree that the liability of each of them shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee. Maker and all endorsers, sureties, and guarantors consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, with or without substitution, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. The rights and remedies of the Payee under this Note are intended to be cumulative and concurrent and may be pursued singularly, successively, or together against Maker and all sureties, successively, or together against Maker and all sureties, guarantors, and endorsers of the Note, or any of them. If there is more than one Maker, the obligations and covenants of each Maker shall be joint and several. Payee shall not be deemed, by an act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth in writing. A waiver of one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event. A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and any determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances. Notwithstanding any provision herein, this Note shall be nonrecourse to Maker. -2- Time is of the strictest essence in the payment and performance by Maker under this Note. This instrument shall be governed by and construed according to the laws of the State of Arizona. IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly executed this Note and has caused it to be duly attested, effective as of the day and year first above written. "MAKER" Five SAC Self-Storage Corporation _________________________________ Bruce G. Brockhagen, Secretary -3- EX-10.52 25 p67178exv10w52.txt EX-10.52 EXHIBIT 10.52 PROMISSORY NOTE Maximum principal amount of dated as of May 7, 1999 $10,000,000 FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of Oxford Life Insurance Company, an Arizona corporation, ("Payee"), 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), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight and one-half percent (8.5%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. 1 "Borrowers": collectively, are the following: Six-A SAC Self-Storage Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage Corporation, Eight SAC Self-Storage Corporation, Nine SAC Self-Storage Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage Corporation, each Nevada corporations. "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). "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 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 up to $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 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 3 to Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing Statement securing the promissory note representing the Senior Loans, 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 Properties": shall mean the properties of the Borrowers encumbered by the Senior Loan Documents. "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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. 4 "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. "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 personal property encumbered pursuant to the Senior Loan Documents, 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 Articles 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 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 Loan Documents": shall mean and include, at any time, all promissory notes, mortgages and other documents and instruments which create, evidence or secure all 5 or any part of the Senior Loans. "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First Union"), as the context may so require, in their respective capacities as the lenders under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00 made by the GE to the Eight SAC Self Storage Corporation; (iii) that certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC Self Storage Corporation; (iv) that certain loan in the amount of $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v) that certain loan in the amount of $9,675,000.00 made by the First Union to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the amount of $9,423,000.00 made by the First Union to the Six-B SAC Self Storage Corporation; and (vii) that certain loan in the amount of $10,513,000.00 made by the First Union to the Six-C SAC Self Storage Corporation. "Stated Maturity Date": shall mean May 7, 2019, or the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 _________________. 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). 6 (b) Post-Maturity Basic Interest. From and after the Maturity Date interest ("Post Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 (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" 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 Loans 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 9 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 Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. 10 (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 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 11 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 anniversary date of this note, Maker will pay to the Holder one-twentieth of the principal of this Note ($_____________), together with all Basic Interest (and on the twentieth anniversary, including without limitation, Deferred Interest and Additional Interest accrued hereunder and not theretofore paid). Each payment of principal of, Basic Interest (including without limitation, Deferred Interest), and Additional Interest on, or any other amounts of any kind with respect to, this Note shall be made by the Maker to the Holder hereof at its office in Phoenix, Arizona (or at any other place which the Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Eastern Standard Time, on the date due thereof; and funds received after that hour shall be deemed to have been received by the Holder on the next following business day. Whenever any payment to be made under this Note shall be stated to be due on a date which is not a business day, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable at the applicable rate during such extension. (b) Late Payment Charges. If any amount of Interest, principal or any other charge or amount which becomes due and payable under this Note is not paid and received by the Holder within five business days after the date it first becomes due and payable, Maker shall pay to the Holder hereof a late payment charge in an amount equal to five percent (5%) of the full amount of such late payment, whether such late payment is received prior to or after the expiration of the ten-day cure period set forth in Section 8(a). Maker recognizes that in the event any payment secured hereby (other than the principal payment due upon maturity of the Note, whether by acceleration or otherwise) is not made when due, Holder will incur extra expenses in handling the delinquent payment, the exact amount of which is impossible 12 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 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 13 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 June 1, 2005. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after June 1, 2005, 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. Maker's Initials: 5. Representations and Warranties of Maker. Maker represents and warrants to Payee, as of the date hereof, that: 14 (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 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 15 (i) Place of Business. Maker's principal place of business 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: (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 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 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 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 16 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 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 OR THREATENED CLAIM, ACTION OR 17 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 (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) 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 18 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) Maker's contingent obligations under the Senior Loans; (iii) for non-delinquent taxes; and (iv) 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 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. 19 (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; (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 20 after written notice thereof to the Maker; (e) The occurrence of any Default under the Mortgage, 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 Notes evidencing the Senior Loans. 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 21 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 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 22 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 Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is not indebtedness of, and is not secured, whether directly or indirectly, by any collateral or property owned or operated by the Borrowers, or any of them. 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 715 South Country Club Drive Mesa, AZ 85210 If to the Holder: Oxford Life Insurance Company 2721 North Central Avenue 23 Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. 16. Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof. 17. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Arizona. 18. Jurisdiction. In any controversy, dispute or question arising hereunder or under the other Debt Papers, the Maker consents to the exercise of jurisdiction over its person and property by any court of competent jurisdiction situated in the State of Arizona (whether it be a court of the State of Arizona, or a court of the United States of America situated in the State of Arizona), and in connection therewith, agrees to submit to, and be bound by, the jurisdiction of such court upon the Holder's mailing of process by registered or certified mail, return receipt requested, postage prepaid, within or without the State of Arizona, to the Maker at its address for receipt of notices under this Note. 19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. Limitation of Personal Liability. Except for fraud or knowing misrepresentations, neither Maker nor any partner in Maker shall be liable personally to pay this Note or the indebtedness evidenced hereby, and the Holder shall not seek any personal or deficiency judgment on this Note except for fraud or knowing misrepresentations, and the sole remedy of the Holder hereunder or under any of the other Debt Papers shall (except for fraud, misappropriation of funds or knowing misrepresentations) be under the Security Documents for enforcement thereof or shall otherwise be against the Collateral (defined for purposes hereof as defined in the Mortgage) and any other property at any time securing any or all of the Liabilities (defined for purposes 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 24 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 25 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 By: __________________________________ Its: ___________________________________ 26 EX-10.53 26 p67178exv10w53.txt EX-10.53 EXHIBIT 10.53 PROMISSORY NOTE Maximum principal amount of dated as of May 7, 1999 $50,000,000 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 Company, an Arizona corporation, ("Payee"), 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 Fifty Million Dollars ($50,000,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight and one-half percent (8.5%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. 1 "Borrowers": collectively, are the following: Six-A SAC Self-Storage Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage Corporation, Eight SAC Self-Storage Corporation, Nine SAC Self-Storage Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage Corporation, each Nevada corporations. "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). "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 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 up to $50,000,000.00 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 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 3 to Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing Statement securing the promissory note representing the Senior Loans, 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 Properties": shall mean the properties of the Borrowers encumbered by the Senior Loan Documents. "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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. 4 "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. "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 personal property encumbered pursuant to the Senior Loan Documents, 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 Articles 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 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 Loan Documents": shall mean and include, at any time, all promissory notes, mortgages and other documents and instruments which create, evidence or secure all 5 or any part of the Senior Loans. "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First Union"), as the context may so require, in their respective capacities as the lenders under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00 made by the GE to the Eight SAC Self Storage Corporation; (iii) that certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC Self Storage Corporation; (iv) that certain loan in the amount of $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v) that certain loan in the amount of $9,675,000.00 made by the First Union to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the amount of $9,423,000.00 made by the First Union to the Six-B SAC Self Storage Corporation; and (vii) that certain loan in the amount of $10,513,000.00 made by the First Union to the Six-C SAC Self Storage Corporation. "Stated Maturity Date": shall mean May 7, 2019, or the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 ____________________. 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). 6 (b) Post-Maturity Basic Interest. From and after the Maturity Date interest ("Post Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 (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" 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 Loans 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 9 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 Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. 10 (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 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 11 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 anniversary date of this note, Maker will pay to the Holder one-twentieth of the principal of this Note ($_____________), together with all Basic Interest (and on the twentieth anniversary, including without limitation, Deferred Interest and Additional Interest accrued hereunder and not theretofore paid). Each payment of principal of, Basic Interest (including without limitation, Deferred Interest), and Additional Interest on, or any other amounts of any kind with respect to, this Note shall be made by the Maker to the Holder hereof at its office in Phoenix, Arizona (or at any other place which the Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Eastern Standard Time, on the date due thereof; and funds received after that hour shall be deemed to have been received by the Holder on the next following business day. Whenever any payment to be made under this Note shall be stated to be due on a date which is not a business day, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable at the applicable rate during such extension. (b) Late Payment Charges. If any amount of Interest, principal or any other charge or amount which becomes due and payable under this Note is not paid and received by the Holder within five business days after the date it first becomes due and payable, Maker shall pay to the Holder hereof a late payment charge in an amount equal to five percent (5%) of the full amount of such late payment, whether such late payment is received prior to or after the expiration of the ten-day cure period set forth in Section 8(a). Maker recognizes that in the event any payment secured hereby (other than the principal payment due upon maturity of the Note, whether by acceleration or otherwise) is not made when due, Holder will incur extra expenses in handling the delinquent payment, the exact amount of which is impossible 12 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 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 13 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 June 1, 2005. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after June 1, 2005, 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. Maker's Initials: 5. Representations and Warranties of Maker. Maker represents and warrants to Payee, as of the date hereof, that: 14 (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 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 15 (i) Place of Business. Maker's principal place of business 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: (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 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 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 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 16 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 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 OR THREATENED CLAIM, ACTION OR 17 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 (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) 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 18 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) Maker's contingent obligations under the Senior Loans; (iii) for non-delinquent taxes; and (iv) 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 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. 19 (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; (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 20 after written notice thereof to the Maker; (e) The occurrence of any Default under the Mortgage, 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 Notes evidencing the Senior Loans. 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 21 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 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 22 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 Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is not indebtedness of, and is not secured, whether directly or indirectly, by any collateral or property owned or operated by the Borrowers, or any of them. 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 715 South Country Club Drive Mesa, AZ 85210 If to the Holder: Nationwide Commercial Company 2721 North Central Avenue 23 Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. 16. Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof. 17. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Arizona. 18. Jurisdiction. In any controversy, dispute or question arising hereunder or under the other Debt Papers, the Maker consents to the exercise of jurisdiction over its person and property by any court of competent jurisdiction situated in the State of Arizona (whether it be a court of the State of Arizona, or a court of the United States of America situated in the State of Arizona), and in connection therewith, agrees to submit to, and be bound by, the jurisdiction of such court upon the Holder's mailing of process by registered or certified mail, return receipt requested, postage prepaid, within or without the State of Arizona, to the Maker at its address for receipt of notices under this Note. 19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. Limitation of Personal Liability. Except for fraud or knowing misrepresentations, neither Maker nor any partner in Maker shall be liable personally to pay this Note or the indebtedness evidenced hereby, and the Holder shall not seek any personal or deficiency judgment on this Note except for fraud or knowing misrepresentations, and the sole remedy of the Holder hereunder or under any of the other Debt Papers shall (except for fraud, misappropriation of funds or knowing misrepresentations) be under the Security Documents for enforcement thereof or shall otherwise be against the Collateral (defined for purposes hereof as defined in the Mortgage) and any other property at any time securing any or all of the Liabilities (defined for purposes 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 24 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 25 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 By: __________________________________ - Its: ___________________________________ 26 EX-10.53A 27 p67178exv10w53a.txt EX-10.53A EXHIBIT 10.53A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of May 7, 1999 in the original principal amount of $50,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: ____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: ____________________________ Gary B. Horton, Secretary EX-10.54 28 p67178exv10w54.txt EX-10.54 EXHIBIT 10.54 PROMISSORY NOTE Maximum principal amount of dated as of May 7, 1999 $30,000,000 FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Thirty Million Dollars ($20,000,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight and one-half percent (8.5%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Borrowers": collectively, are the following: Six-A SAC Self-Storage Corporation, 1 Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage Corporation, Eight SAC Self-Storage Corporation, Nine SAC Self-Storage Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage Corporation, each Nevada corporations. "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). "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 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 up to $20,000,000.00 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 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 3 Statement securing the promissory note representing the Senior Loans, 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 Properties": shall mean the properties of the Borrowers encumbered by the Senior Loan Documents. "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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%). 4 "Pay Rate Interest": shall mean for any period the amount of Basic Interest payable for such period less the amount of Deferred Interest which accrued during such period. "Person": shall mean any corporation, natural person, firm, joint venture, general partnership, limited partnership, limited liability company, trust, unincorporated organization, government or any department or agency of any government. "Present Value": shall have the meaning given such term in Section 4(c) below. "Project": shall mean the real estate, the improvements and the personal property encumbered pursuant to the Senior Loan Documents, 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 Articles 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 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 Loan Documents": 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 Loans. 5 "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First Union"), as the context may so require, in their respective capacities as the lenders under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00 made by the GE to the Eight SAC Self Storage Corporation; (iii) that certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC Self Storage Corporation; (iv) that certain loan in the amount of $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v) that certain loan in the amount of $9,675,000.00 made by the First Union to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the amount of $9,423,000.00 made by the First Union to the Six-B SAC Self Storage Corporation; and (vii) that certain loan in the amount of $10,513,000.00 made by the First Union to the Six-C SAC Self Storage Corporation. "Stated Maturity Date": shall mean May 7, 2019, or the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 ____________________. 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 ("Post 6 Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 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" 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 Loans 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 9 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 Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 10 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 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, 11 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 anniversary date of this note, Maker will pay to the Holder one-twentieth of the principal of this Note ($_____________), together with all Basic Interest (and on the twentieth anniversary, including without limitation, Deferred Interest and Additional Interest accrued hereunder and not theretofore paid). Each payment of principal of, Basic Interest (including without limitation, Deferred Interest), and Additional Interest on, or any other amounts of any kind with respect to, this Note shall be made by the Maker to the Holder hereof at its office in Phoenix, Arizona (or at any other place which the Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Eastern Standard Time, on the date due thereof; and funds received after that hour shall be deemed to have been received by the Holder on the next following business day. Whenever any payment to be made under this Note shall be stated to be due on a date which is not a business day, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable at the applicable rate during such extension. (b) Late Payment Charges. If any amount of Interest, principal or any other charge or amount which becomes due and payable under this Note is not paid and received by the Holder within five business days after the date it first becomes due and payable, Maker shall pay to the Holder hereof a late payment charge in an amount equal to five percent (5%) of the full amount of such late payment, whether such late payment is received prior to or after the expiration of the ten-day cure period set forth in Section 8(a). Maker recognizes that in the event any payment secured hereby (other than the principal payment due upon maturity of the Note, whether by acceleration or otherwise) is not made when due, Holder will incur extra expenses in handling the delinquent payment, the exact amount of which is impossible to ascertain, but that a charge of five percent (5%) of the amount of the delinquent payment 12 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 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 13 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 June 1, 2005. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after June 1, 2005, 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. Maker's Initials: 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 14 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 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 15 (i) Place of Business. Maker's principal place of business 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: (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 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 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 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 16 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 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 OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF 17 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 (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) 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 18 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) Maker's contingent obligations under the Senior Loans; (iii) for non-delinquent taxes; and (iv) 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 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. 19 (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; (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 20 after written notice thereof to the Maker; (e) The occurrence of any Default under the Mortgage, 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 Notes evidencing the Senior Loans. 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 21 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 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 22 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 Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is not indebtedness of, and is not secured, whether directly or indirectly, by any collateral or property owned or operated by the Borrowers, or any of them. 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 715 South Country Club Drive Mesa, AZ 85210 If to the Holder: U-Haul International, Inc.. 2721 North Central Avenue 23 Phoenix, Arizona 85004 Attention: Donald Murney or Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. 16. Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof. 17. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Arizona. 18. Jurisdiction. In any controversy, dispute or question arising hereunder or under the other Debt Papers, the Maker consents to the exercise of jurisdiction over its person and property by any court of competent jurisdiction situated in the State of Arizona (whether it be a court of the State of Arizona, or a court of the United States of America situated in the State of Arizona), and in connection therewith, agrees to submit to, and be bound by, the jurisdiction of such court upon the Holder's mailing of process by registered or certified mail, return receipt requested, postage prepaid, within or without the State of Arizona, to the Maker at its address for receipt of notices under this Note. 19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. Limitation of Personal Liability. Except for fraud or knowing misrepresentations, neither Maker nor any partner in Maker shall be liable personally to pay this Note or the indebtedness evidenced hereby, and the Holder shall not seek any personal or deficiency judgment on this Note except for fraud or knowing misrepresentations, and the sole remedy of the Holder hereunder or under any of the other Debt Papers shall (except for fraud, misappropriation of funds or knowing misrepresentations) be under the Security Documents for enforcement thereof or shall otherwise be against the Collateral (defined for purposes hereof as defined in the Mortgage) and any other property at any time securing any or all of the Liabilities (defined for purposes 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 24 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 25 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 By: __________________________________ - Its: ___________________________________ 26 EX-10.54A 29 p67178exv10w54a.txt EX-10.54.A EXHIBIT 10.54A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of May 7, 1999 in the original principal amount of $30,000,000 payable to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: ____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. U-Haul International, Inc. By: ____________________________ Gary B. Horton, Assistant Treasurer EX-10.55 30 p67178exv10w55.txt EX-10.55 EXHIBIT 10.55 PROMISSORY NOTE Maximum principal amount of dated as of August 20, 2000 $5,000,000.00 (U.S. Dollars) FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Five Million Dollars ($5,000,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight percent (8.0%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans or otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Borrowers": collectively, are the entities that own fee title to the properties 1 identified by their respective street address on Schedule A hereto. "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). "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 any capital contributed to Maker, whether in the form of a loan or equity, or any proceeds from any loan made to Maker. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $5,000,000.00 made by Payee to Maker and evidenced by this 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 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, Hypothecs and Deeds to Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing Statement securing the promissory note representing the Senior Loans, 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 Properties": shall mean the properties of the Borrowers identified on Schedule A hereto. 3 "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to the Project (except to the extent paid from the Tax and Insurance Escrow Account); and (vi) 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 or the Borrowers, 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. "Person": shall mean any corporation, natural person, firm, joint venture, general partnership, limited partnership, limited liability company, trust, unincorporated 4 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 personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans. "Senior Lender" shall mean Montreal Trust Company of Canada and/or such other Person who may extend a senior loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Senior Loans. "Senior Loans": shall mean, collectively, the sixteen separate loans from Senior 5 Lender to CST Nominee, Inc. in the aggregate amount of $37 million (Canadian dollars) and any other senior loan secured by the Project or any portion thereof. "Stated Maturity Date": shall mean the earlier of August 1, 2020 and the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 first business day of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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 6 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 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" 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 Loans 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 9 Interest on the Note plus (bb) the outstanding principal balance of, and accrued but unpaid interest on, the Senior Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 2(h) shall be deemed or construed to waive, restrict, impair, or in any manner affect Holder's rights hereunder 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, 10 Maker shall keep and maintain full and accurate books and records adequate to correctly reflect each such item. Said books and records shall be available for Holder's inspection, copying and audit during reasonable business hours following reasonable notice for the purpose of verifying the accuracy of the payments made on account of Capital Proceeds Contingent Interest. The costs of any such audit will be paid by Holder, except that Maker shall pay all reasonable costs and expenses of any such audit which discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest 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 11 by any laws for contracting for, charging, or receiving interest in excess of the Highest Lawful Rate. 4. Payments. (a) Interest. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 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 12 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 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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. 13 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. Maker's Initials: 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 consummate the transactions contemplated hereby; (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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of 14 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 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) Intentionally omitted; and (j) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 or to capitalize the Borrowers. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 15 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 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 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 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 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. 16 (f) Debt Papers. Comply with and observe all terms and conditions of the Debt Papers to which it is subject. (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 TRANSACTIONS CONTEMPLATED HEREBY, 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 17 FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES. MAKER'S INITIALS (g) Co-operation. Execute and deliver to Holder any and all instruments, documents and agreements, and do or cause to be done from time to time any and all other acts, reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of this Note. (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 18 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 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 any collection account agreement any amount required to be deposited in such 19 account within 2 days of when required pursuant to the terms of such 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) The occurrence of any Default under the 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 20 (h) The occurrence of a Event of Default under the promissory notes evidencing the Senior Loans. 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, 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 21 hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability under this Note, either in whole or in part, of the Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is ever filed with respect thereto. 14. The Debt Papers. This Note is unsecured. The Senior Loans are secured by, inter alia, certain Deeds of Trust (and Mortgages, Hypothecs and Deeds to Secure Debt, as applicable), Assignment of Leases and Rents, Security Agreement and Financing Statement, made and granted by an affiliate of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 Security Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. The Security Documents and all other documents executed in connection with the Senior Loans are referred to collectively herein as the "Debt Papers". Notwithstanding anything to the contrary set forth or implied herein, this Note is not indebtedness of the Borrowers, and is not secured, whether directly or indirectly, by the Project or any collateral or property owned or operated by the Borrowers, or any of them. 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: 22 If to the Maker: SAC Holding Corporation 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address 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. Intentionally omitted. 23 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 24 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 By: __________________________________ Its: __________________________________ 25 Schedule A Description of the Project

Center # Property Name Street Address City / Province Loan Amt 886020 Cremazie 306 Cremazie Ouest, Montreal, Quebec 2,750,000.00 886021 Dollard Des Ormeaux 65 Brunswick Boul. Dollard des Ormeaux, Quebec 3,600,000.00 886022 Jean Talon 3850 Jean Talon West Montreal, Quebec 2,300,000.00 886023 St. Leonard 4949 Metropolitan Est St. Leonard, Quebec 2,250,000.00 886024 St. Jacques 7350 Boul. St. Anne de Bellevue Montreal, Quebec 3,800,000.00 886025 Quebec City 5000 Armand Viau Quebec City, Quebec 2,000,000.00 886026 Ottawa 2720 Queensview Ottawa, Ontario 3,600,000.00 886027 Sidney 10201 MacDonald Park Road Sidney, British Columbia 1,850,000.00 886028 Victoria 644 Queens Avenue Victoria, British Columbia 1,350,000.00 886029 Abbotsford 33966 Hazelwood Avenue RR #3 Abbotsford, British Columbia 2,000,000.00 886030 Clearbrook 30618 South Fraser Way Abbotsford, British Columbia 1,300,000.00 886031 Langley 9316 - 56 Avenue Langley, British Columbia 1,750,000.00 886032 Richmond 4511 Shell Road Surrey, British Columbia 2,550,000.00 886033 Surrey 18590 - 96 Avenue Surrey, British Columbia 2,450,000.00 886034 West Surrey 13554 - 84 Avenue Surrey, British Columbia 2,100,000.00 886035 West Edmonton 10210 - 218th Street Edmonton, Alberta 1,350,000.00

26 EX-10.55A 31 p67178exv10w55a.txt EX-10.55A EXHIBIT 10.55A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of August 20, 2000 in the original principal amount of $5,000,000 payable to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: ____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. U-Haul International, Inc. By: ____________________________ Gary B. Horton, Assistant Treasurer EX-10.56 32 p67178exv10w56.txt EX-10.56 EXHIBIT 10.56 PROMISSORY NOTE Maximum principal amount of dated as of January 29, 2001 $10,500,000.00 FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Five Hundred Thousand Dollars ($10,500,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight percent (8.0%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans or otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Borrowers": collectively, are the entities that own fee title to the properties 1 identified by their respective street address on Schedule A hereto. "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). "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 any capital contributed to Maker, whether in the form of a loan or equity, or any proceeds from any loan made to Maker. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $10,500,000.00 made by Payee to Maker and evidenced by this 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 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 Loans, 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 Properties": shall mean the properties of the Borrowers identified on Schedule A hereto. 3 "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to the Project (except to the extent paid from the Tax and Insurance Escrow Account); and (vi) 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 or the Borrowers, 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. "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. 4 "Present Value": shall have the meaning given such term in Section 4(c) below. "Project": shall mean the real estate, the improvements and the personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans. "Senior Lender" shall mean Merrill Lynch Mortgage Lending, Inc., and/or such other Person who may extend a senior loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $18,524,000.00 made by Senior Lender to the Fifteen SAC Self Storage Corporation; (ii) 5 that certain loan in the amount of $17,113,000.00 made by Senior Lender to the Sixteen SAC Self Storage Corporation; and/or (viii) any other senior loan secured by the Project or any portion thereof. "Stated Maturity Date": shall mean the earlier of January 1, 2021 and the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 first business day of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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 6 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 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" 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 Loans 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 9 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 Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 2(h) shall be deemed or construed to waive, restrict, impair, or in any manner affect Holder's rights hereunder 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. 10 For a period of five years after each payment of Capital Proceeds Contingent Interest, Maker shall keep and maintain full and accurate books and records adequate to correctly reflect each such item. Said books and records shall be available for Holder's inspection, copying and audit during reasonable business hours following reasonable notice for the purpose of verifying the accuracy of the payments made on account of Capital Proceeds Contingent Interest. The costs of any such audit will be paid by Holder, except that Maker shall pay all reasonable costs and expenses of any such audit which discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest 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 11 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 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 12 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 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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. 13 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. Maker's Initials: 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 consummate the transactions contemplated hereby; (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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, 14 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 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) Intentionally omitted; and (j) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 or to capitalize the Borrowers. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 15 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 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 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 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 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. 16 (f) Debt Papers. Comply with and observe all terms and conditions of the Debt Papers to which it is subject. (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 TRANSACTIONS CONTEMPLATED HEREBY, 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 17 FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES. MAKER'S INITIALS (g) Co-operation. Execute and deliver to Holder any and all instruments, documents and agreements, and do or cause to be done from time to time any and all other acts, reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of this Note. (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 18 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 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 any collection account agreement any amount required to be deposited in such 19 account within 2 days of when required pursuant to the terms of such 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) The occurrence of any Default under the 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 20 (h) The occurrence of a Event of Default under the promissory notes evidencing the Senior Loans. 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, 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 21 hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability under this Note, either in whole or in part, of the Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is ever filed with respect thereto. 14. The Debt Papers. This Note is unsecured. The Senior Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 Security Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. The Security Documents and all other documents executed in connection with the Senior Loans are referred to collectively herein as the "Debt Papers". Notwithstanding anything to the contrary set forth or implied herein, this Note is not indebtedness of the Borrowers, and is not secured, whether directly or indirectly, by the Project or any collateral or property owned or operated by the Borrowers, or any of them. 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: 22 If to the Maker: SAC Holding Corporation 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address 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. Intentionally omitted. 23 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 24 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 By: __________________________________ Its: __________________________________ 25 Schedule A Description of the Project 884015 U-HAUL STORAGE GLENDORA 1301 ALOSTA AVENUE GLENDORA CA 91740 837025 U-HAUL CENTER OF SALISBURY 6 MERRILL STREET SALISBURY MA 01952 882053 U-HAUL STORAGE IVAR AVENUE 3527 IVAR AVENUE ROSEMEAD CA 91770 882079 U-HAUL STORAGE BUSINESS AVENUE 5600 BUSINESS AVENUE CLAY NY 13041 882081 U-HAUL STORAGE LAURELWOOD 611 BLACKWOOD CLEMENTON CLEMENTON NJ 08024 883002 U-HAUL STORAGE SOUTH HULEN 7225 SOUTH HULEN FORT WORTH TX 76133 883082 U-HAUL STORAGE BLACK ROCK 3029 FAIRFIELD AVENUE BRIDGEPORT CT 06605 884051 U-HAUL WAXAHACHIE 1103 WEST 287 BYPASS WAXHACHIE TX 75165 884074 U-HAUL STORAGE I-30 9302 INTERSTATE 30 LITTLE ROCK AR 72209 884076 U-HAUL STORAGE TARRANT ROAD 2455 TARRANT ROAD GRAND PRAIRIE TX 75050 882061 U-HAUL RIO SALADO 500 NORTH SCOTTSDALE ROAD SCOTTSDALE AZ 85281 882080 U-HAUL STORAGE RIDGEWAY AVENUE 2055 RIDGEWAY AVENUE GREECE NY 14616 882083 U-HAUL STORAGE BURLINGTON 94 CONNECTICUT DRIVE BURLINGTON NJ 08016 882089 U-HAUL STORAGE SYCAMORE AVE 36 NORTH SYCAMORE AVENUE PASADENA CA 91107 883001 U-HAUL STORAGE RUFE SNOW 6404 BROWNING DRIVE FORT WORTH TX 76181 884014 U-HAUL STORAGE ALMA 3401 ALMA DRIVE PLANO TX 75023 709022 U-HAUL CENTER WHITE LANE 6201-6261 WHITE LANE BAKERSFIELD CA 93309 884025 U-HAUL STORAGE MIDDLETOWN 1200 NEWFIELD STREET (RT MIDDLETOWN CT 06457 884061 U-HAUL STORAGE WESTCHASE 7741-43 ECKHART ROAD SAN ANTONIO TX 78240 884063 U-HAUL STORAGE SOUTHSIDE 2101 S KINGSHWY BLVD ST. LOUIS MO 63110 26 EX-10.56A 33 p67178exv10w56a.txt EX-10.56A EXHIBIT 10.56A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of January 29, 2001 in the original principal amount of $10,500,000 payable to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: ____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. U-Haul International, Inc. By: ____________________________ Gary B. Horton, Assistant Treasurer EX-10.57 34 p67178exv10w57.txt EX-10.57 EXHIBIT 10.57 PROMISSORY NOTE Maximum principal amount of dated as of March 22, 2001 $30,000,000.00 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., an Arizona corporation, ("Payee"), 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 Thirty Million ($30,000,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight percent (8.0%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans or otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Borrowers": collectively, Twelve SAC Self-Storage Corporation, a Nevada 1 corporation, and Thirteen SAC Self-Storage Corporation, a Nevada corporation. "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). "Debt Papers": is defined 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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 from any loan made to Maker. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $30,000,000.00 made by Payee to Maker and evidenced by this 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 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 Loans, 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 Properties": shall mean the properties of the Borrowers identified on Schedule A hereto. "Net Capital Proceeds": shall have the meaning given it in Section 2(h)(iv) below. 3 "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to the Project (except to the extent paid from the Tax and Insurance Escrow Account); and (vi) 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 or the Borrowers, 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. "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. 4 "Present Value": shall have the meaning given such term in Section 4(c) below. "Project": shall mean the real estate, the improvements and the personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans. "Senior Lender" shall mean First Union National Bank or designee and/or such other Person who may extend a senior loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $16,113,000.00 made by Senior Lender to the Twelve SAC Self Storage Corporation; (ii) that certain loan in the amount of $14,887,000.00 made by Senior Lender to the Thirteen 5 SAC Self Storage Corporation; and/or (viii) any other senior loan secured by the Project or any portion thereof. "Stated Maturity Date": shall mean the earlier of January 1, 2021 and the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 first business day of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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 6 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 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" 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 Loans 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 9 Interest on the Note plus (bb) the outstanding principal balance of, and accrued but unpaid interest on, the Senior Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 2(h) shall be deemed or construed to waive, restrict, impair, or in any manner affect Holder's rights hereunder 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, 10 Maker shall keep and maintain full and accurate books and records adequate to correctly reflect each such item. Said books and records shall be available for Holder's inspection, copying and audit during reasonable business hours following reasonable notice for the purpose of verifying the accuracy of the payments made on account of Capital Proceeds Contingent Interest. The costs of any such audit will be paid by Holder, except that Maker shall pay all reasonable costs and expenses of any such audit which discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest 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 11 by any laws for contracting for, charging, or receiving interest in excess of the Highest Lawful Rate. 4. Payments. (a) Interest. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 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 12 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 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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. 13 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. 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 consummate the transactions contemplated hereby; (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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally. 14 (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 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) Intentionally omitted; and (j) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 or to capitalize the Borrowers. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 15 corporation, of Maker); and (iii) Promptly, such additional financial and other information (including, without limitation, information regarding the Project) as Holder 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 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 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 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. 16 (f) Debt Papers. Comply with and observe all terms and conditions of the Debt Papers to which it is subject. (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 TRANSACTIONS CONTEMPLATED HEREBY, 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 17 FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES. (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 this Note. (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 18 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 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 any collection account agreement any amount required to be deposited in such account within 2 days of when required pursuant to the terms of such collection account agreement; 19 (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) The occurrence of any Default under the 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 notes evidencing the Senior Loans. 20 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, 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 21 Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is ever filed with respect thereto. 14. The Debt Papers. This Note is unsecured. The Senior Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 Security Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. The Security Documents and all other documents executed in connection with the Senior Loans are sometimes referred to herein collectively herein as the "Debt Papers". Notwithstanding anything to the contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, BY THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, OR ANY OF THEM. 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: 22 If to the Maker: SAC Holding Corporation 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address 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. Intentionally omitted. 21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT 23 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 24 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 By: __________________________________ Its: ___________________________________ 25 Schedule A Description of the Project

Number Name Street Address City State 704027 U-HAUL CT OF TIGARD 11552 SW PACIFIC HWY TIGARD OR 710022 U-HAUL CENTER OF VACAVILLE 1240 E MONTE VISTA AVE VACAVILLE CA 713059 U-HAUL CTR COVINA 1040 NORTH AZUSA AVE COVINA CA 715059 U-HAUL LAMBERT ROAD 661 E LAMBERT,LA HABRA CA 723031 U-HAUL CENTER HAYDEN ROAD 15455 NORTH 84TH STREET, SCOTTSDALE AZ 744023 U-HAUL CENTER GRISSOM ROAD 5420 GRISSOM ROAD 215 SAN ANTONIO TX 745045 U-HAUL CENTER I-10 WEST 10220 OLD KATY ROAD, HOUSTON NORTH TX 747055 U-HAUL CTR TULANE 2801 TULANE AVE,NEW ORLEANS LA 747073 U-HAUL GAUSE BLVD 1685 GAUSE BOULEVARD, SLIDELL LA 777024 U-HAUL CENTER OLD NATL HWY 5390 OLD NATL HWY,COLLEGE PARK GA 779069 U-HAUL CENTER SAVANNAH 8810 ABERCORN EXPY,SAVANNAH GA 785053 U-HAUL CENTER GOLDENROD 508 N GOLDENROD ROAD,ORLANDO FL 788052 U-HAUL CTR BROWARD 2800 W BROWARD BLVD,FORT LAUDERDALE FL 796067 U-HAUL OF HYANNIS 594 BEARSES WAY,HYANNIS MA 811055 U-HAUL MECHANICSBRG 4725 OLD GETTYSBURG,MECHANICSBURG PA 836042 U-HAUL CTR OF N RICHLAND 8221 GRAPEVINE HWY, NORTH RICHLAND TX 884085 U-HAUL WORCESTER 495 SHREWSBURY STREET WORCESTER MA

26 EX-10.57A 35 p67178exv10w57a.txt EX-10.57A EXHIBIT 10.57A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of March 22, 2001 in the original principal amount of $30,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: _____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: _____________________________ Gary B. Horton, Secretary EX-10.58 36 p67178exv10w58.txt EX-10.58 EXHIBIT 10.58 PROMISSORY NOTE Maximum principal amount of dated as of June 8, 2001 $25,000,000.00 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., an Arizona corporation, ("Payee"), 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 Twenty-Five Million ($25,000,000), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest 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 eight percent (8.0%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses as opposed to escrowed or estimated payments made pursuant to the Senior Loans or otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Borrowers": collectively, Fourteen SAC Self-Storage Corporation, a Nevada 1 corporation, and Seventeen SAC Self-Storage Corporation, a Nevada corporation. "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). "Debt Papers": is defined 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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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 2 from any loan made to Maker. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $25,000,000.00 made by Payee to Maker and evidenced by this 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 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 Loans, 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 Properties": shall mean the properties of the Borrowers identified on Schedule A hereto. "Net Capital Proceeds": shall have the meaning given it in Section 2(h)(iv) below. 3 "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to the Project (except to the extent paid from the Tax and Insurance Escrow Account); and (vi) 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 or the Borrowers, 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. "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. 4 "Present Value": shall have the meaning given such term in Section 4(c) below. "Project": shall mean the real estate, the improvements and the personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans. "Senior Lender" shall mean UBS Warburg Real Estate Investments, Inc. or designee and/or such other Person who may extend a senior loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Senior Loans. "Senior Loans": shall mean, collectively, (i) that certain loan in the amount of $13,515,000.00 made by Senior Lender to the Fourteen SAC Self Storage Corporation; (ii) 5 that certain loan in the amount of $16,485,000.00 made by Senior Lender to the Seventeen SAC Self Storage Corporation; and/or (viii) any other senior loan secured by the Project or any portion thereof. "Stated Maturity Date": shall mean the earlier of January 1, 2021 and the date on which all of the Property Management Agreements are terminated in accordance with Section 6 thereof, or on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Senior Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 first business day of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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 6 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to the Senior Loan Documents, 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 7 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, Deferred 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 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 8 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" 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 Loans 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 9 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 Loans. (v) Determination of Fair Market Value. The fair market value of the Project shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Project, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Project in accordance with clause (C) below, and the appraised fair market value submitted to Holder by such appraiser shall be conclusive for purposes of this Note. (B) Other Occurrences. In all other circumstances the fair market value of the Project shall be deemed to equal the result of dividing the Net Cash Flow Before Debt Service for the immediately preceding fiscal year by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the immediately preceding fiscal year has been lowered because of unusually high Operating Expenses during such fiscal year the fair market value of the Project may, at the option of the Maker be determined by dividing by ten percent (10%) the mean average of the Net Cash Flow Before Debt Service of the Project for the 3 immediately preceding fiscal years of the Project. (C) Appraisal Standards and Assumptions. In making any determination by appraisal of fair market value, the appraiser(s) shall assume that the improvements then located on the Project constitute the highest and best use of the property. If the Triggering Event is a Sale or Financing, the appraiser(s) shall take the sales price into account, although such sales price shall not be determinative of fair market value. Each appraiser selected hereunder shall be an independent MAI-designated appraiser with not less than ten years' experience in commercial real estate appraisal in the general geographical area where the Project is located. (vi) Effect on Holder's Approval Rights. Nothing contained in this Section 2(h) shall be deemed or construed to waive, restrict, impair, or in any manner affect Holder's rights hereunder 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. 10 For a period of five years after each payment of Capital Proceeds Contingent Interest, Maker shall keep and maintain full and accurate books and records adequate to correctly reflect each such item. Said books and records shall be available for Holder's inspection, copying and audit during reasonable business hours following reasonable notice for the purpose of verifying the accuracy of the payments made on account of Capital Proceeds Contingent Interest. The costs of any such audit will be paid by Holder, except that Maker shall pay all reasonable costs and expenses of any such audit which discloses that any amount properly payable by Maker to Holder hereunder exceeded by five percent (5%) or more the amount actually paid and initially reported by maker as being payable with respect thereto. (viii) Negative Capital Proceeds Contingent Interest. Notwithstanding any other provision of this Agreement, Holder shall not be responsible or liable in any respect to Maker or any other Person for any reduction in the fair market value of the Project or for any contingency, condition or occurrence that might result in a negative number for Capital Proceeds Contingent Interest. If at any time it is calculated, Capital Proceeds Contingent Interest shall be a negative amount, no Capital Proceeds Contingent Interest shall at that time be payable to Holder, but Holder shall in no way be liable for any such negative amount and there shall be no deduction or offset for such negative amount at any time when Capital Proceeds Contingent Interest shall be subsequently calculated. (ix) No payment of Capital Proceeds Contingent Interest may, when added to all other payments of interest or payments construed as interest, shall exceed the Highest 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 11 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 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 12 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 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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. 13 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. 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 consummate the transactions contemplated hereby; (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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally. 14 (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 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) Intentionally omitted; and (j) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 or to capitalize the Borrowers. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 15 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 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 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 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 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. 16 (f) Debt Papers. Comply with and observe all terms and conditions of the Debt Papers to which it is subject. (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 TRANSACTIONS CONTEMPLATED HEREBY, 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 17 FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES. (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 this Note. (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 18 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 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 any collection account agreement any amount required to be deposited in such account within 2 days of when required pursuant to the terms of such collection account agreement; 19 (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) The occurrence of any Default under the 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 notes evidencing the Senior Loans. 20 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, 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 21 Maker if it is not a party to such agreement. (c) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy, nor shall the exercise of any right or remedy be deemed an election of remedies or a waiver of any other right or remedy. Without limiting the generality of the foregoing, the failure of the Holder hereof promptly after the occurrence of any Event of Default hereunder to exercise its right to declare the indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right while such Event of Default continues nor a waiver of such right in connection with any future Event of Default on the part of the undersigned. 13. Payment of Costs. The undersigned hereby expressly agrees that upon the occurrence of any Event of Default under this Note, the undersigned will pay to the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof, on demand, all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is ever filed with respect thereto. 14. The Debt Papers. This Note is unsecured. The Senior Loans are secured by, inter alia, 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 subsidiaries of Maker to or for the benefit of the Senior Holders, respectively, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Senior Holders as security under the Senior Loans, 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 Security Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. The Security Documents and all other documents executed in connection with the Senior Loans are sometimes referred to herein collectively herein as the "Debt Papers". Notwithstanding anything to the contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, BY THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, OR ANY OF THEM. 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: 22 If to the Maker: SAC Holding Corporation 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address 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. Intentionally omitted. 21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT 23 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 24 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 By: __________________________________ Its: __________________________________ 25 Schedule A Description of the Project

ENTITY # NAME CITY ST COUNTY 734025 U-Haul Center of Olathe Olathe KS Johnson 736055 U-Haul Kingshighway Saint Louis MO St. Louis 737024 U-Haul Center of Round Rock Round Rock TX Williamson 737037 U-Haul CTR College Station College Station TX Brazos 746071 U-Haul CTR Breamont Beaumont TX Jefferson 758059 U-Haul Center New-Town Chicago North IL Cook 800057 U-Haul CTR Albany Albany NY Albany 806056 U-Haul Five Towns Inwood NY Nassau 806070 U-Haul Center Rockville Rockville Center NY Nassau 825053 U-Haul CTR Downtown Norfolk VA City of Richmond 837078 U-Haul of Medford Medford MA Middlesex 838054 U-Haul Center North Ranch Las Vegas NV Clark

26 EX-10.58A 37 p67178exv10w58a.txt EX-10.58A EXHIBIT 10.58A AMENDMENT AND ADDENDUM TO PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the "Note") dated as of June 8, 2001 in the original principal amount of $25,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized words used herein and not otherwise defined herein have the meaning ascribed to such words in the Note. Section 2(a) of the Note is hereby amended to provide that effective as of April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest and Deferred Interest) is payable on a monthly basis, in arrears, on the first business day of each month throughout the term of the Note. In addition, Section 2(e) of the Note is hereby amended to provide that effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a monthly basis, in arrears, on the first business day of the month throughout the term of the Note. The Note remains in full force and effect and is not amended in any respect, except as expressly provided herein. IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum to Promissory Note as of April 16, 2002. SAC Holding Corporation By: _____________________________ Bruce Brockhagen, Secretary Payee hereby agrees and consents to the above-described amendment to the Note this 16th day of April, 2002. Nationwide Commercial Co. By: _____________________________ Gary B. Horton, Secretary EX-10.59 38 p67178exv10w59.txt EX-10.59 EXHIBIT 10.59 SENIOR LOAN PROMISSORY NOTE $430,000 dated as of August 1, 2001 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 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 FOUR HUNDRED and THIRTY THOUSAND and no/100ths DOLLARS ($430,000.00) 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. "Default Rate": shall have the meaning given it in Section 2(a) 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 the Property, (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 Property. "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 Property or any portion thereof. Gross Receipts shall include, without limitation, all receipts from all tenants, licensees and other occupants and users of the Property 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 Property or any portion thereof 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 Property) at the 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. 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 $110,000.00 made by the Junior Lender to the Maker evidenced by a promissory note of even date herewith. "Loan": shall mean the unsecured loan in the amount of $430,000 made by Payee to Maker and evidenced by this 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 Property 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. "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 this Note. -2- "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. "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 Property less Adjusted Operating Expenses, adjusted down by Holder in its reasonable discretion to reflect a ninety-five (95%) percent occupancy on a per Property basis for of the Property. "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) real and personal property taxes on the Property; (ii) premiums for liability, property and other insurance on the Property; (iii) the Management Fee; (iv) sales and rental taxes relating to the Property; and (vii) normal, reasonable and customary operating expenses of the Property. 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 Property in the event of a casualty or eminent domain taking paid for from the proceeds of insurance or an eminent domain award or any reserve funded by insurance proceeds or eminent domain awards. "Person": shall mean any corporation, natural person, firm, joint venture, general partnership, limited partnership, limited liability company, trust, unincorporated organization, government or any department or agency of any government. "Present Value": shall have the meaning given such term in Section 4(b) below. "Property": shall mean the property and improvements thereon known by street address as 480 Pleasant Street, Attleboro, Massachusetts. "Property 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(i) 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 -3- 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 Property, 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. "Stated Maturity Date": shall mean August 1, 2011. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 2. Interest. (a) Interest ("Interest") shall accrue on the outstanding principal balance of this Note commencing on the date hereof, at the rate of nine percent (9.0%) per annum, payable monthly, in arrears, on the first day of each calendar month commencing on September 1, 2001 (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. 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, -4- 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 September 1, 2008, except with the consent of Payee. 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 September 1, 2008, 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. 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 -5- 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. 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 Property and execute this Note and the Junior Note and consummate the transactions contemplated thereby; (b) No Violation. Maker's execution, delivery and performance of its obligations under the this Note 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 Property or any portion thereof is bound or encumbered, or violate any Requirements of Law to which Maker or the Property 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 this Note that have not been duly obtained, made or given, as the case may be; (d) Enforceability. This Note 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 -6- bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally; (e) Compliance with Laws. The 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 Property or any portion thereof: (g) Utilities; Licenses. All utilities required by Requirements of Law or by the normal and intended use of the Property 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 all easements, appurtenances and rights of way necessary for access to and the normal uses of the Property; 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: (a) Use of Proceeds. Maker shall use the proceeds of the Loan to repay certain indebtedness presently outstanding against the Property and held by Payee, or to purchase the Property. (b) Financial Statements. Maker shall deliver or cause to be delivered to Holder: (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 Property 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 Property 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 -7- (iii) Promptly, such additional financial and other information (including, without limitation, information regarding the Property) as Holder 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, 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, 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 Property 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. Maker shall give prompt written notice to Holder 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 Property 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 Property or any portion thereof. (e) Expenses. Maker shall pay legal fees of its own legal counsel in connection with the preparation and negotiation of this Note 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 this Note and the enforcement or protection of the rights of Holder hereunder 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. -8- (f) Terms of Note. Maker shall comply with and observe all terms and conditions of this Note. (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 THIS NOTE, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES. WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE. IF HOLDER OR ANY OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO NOTIFIES MAKER. THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY. IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES. MAKER'S INITIALS ______ (h) Cooperation. 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, -9- reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of this Note. (i) Requirements of Law. Maker shall comply at all times with all Requirements of Law. (j) Management Agreement. Maker shall cause the 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 "Property Manager" and collectively the "Property Managers") designated by the Holder, which Property 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 the Property Manager to manage and maintain the Property in accordance with the terms of the Property Management Agreements to which Property Manager is a party. In no event shall the fees paid (or required to be paid) Property 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 the Property Manager upon the occurrence and continuance of (i) an Event of Default, (ii) a Sale of U-Haul International, Inc. or such Property Manager, (iii) a breach by such Property 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) Intentionally omitted (l) Compliance with Note. The Maker will faithfully observe and perform, or cause to be observed and performed, all its covenants, agreements, conditions and requirements contained in this Note 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 promptly after it becomes known to the Maker. 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, 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; (iv) statutory liability for non-delinquent taxes and (v) other contingent obligations in connection with financings of its subsidiaries and affiliates. (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). -10- (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 unless fair and reasonable in all respects, 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. (d) Sales. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale. (e) Intentionally omitted (f) Business. Engage, directly or indirectly, in any business other than that arising out of the issuance of this Note, and other lawful; activities. (g) 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) Any representation, warranty or certification made by Maker under this Note or the Junior Note or in any report, certificate or financial statement delivered to the Holder under or in connection herewith 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 Property; (c) The failure by Maker to perform any obligation under, or the occurrence of any other default with respect to any provision of, this Note or the Junior Note other than as described in any of the other clauses of this Section 8, and the continuation of such default for a period of 30 days after written notice thereof to the Maker; (d) (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 -11- bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or Maker shall make a general assignment for the benefit of its creditors; or (ii) there shall be filed, instituted or commenced against Maker any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of any order for relief or any such adjudication or appointment, or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, satisfied or bonded to Holder's satisfaction pending appeal, within 60 days from the first entry thereof; or (iv) Maker shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts described in any of the preceding clauses (i), (ii) or (iii); or (v) Maker shall not, or 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 (e) The Maker shall be in default of any provision of the Junior Note, or any document executed in connection therewith. (f) 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. 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 -12- to principal, interest or other charges or amounts as the Holder may determine in its sole and exclusive 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, 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) attorneys' fees, court costs, and other costs and expenses of every kind incurred by the Holder hereof whether or not any lawsuit is ever flied with respect thereto. 14. Intentionally omitted. 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: -13- If to the Maker: SAC Holding 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: 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 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, 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. 20. intentionally omitted. -14- 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 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, 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 Junior Note 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 Junior Note. 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 By:________________________ Bruce Brockhagen, Treasurer -15- EX-10.60 39 p67178exv10w60.txt EX-10.60 EXHIBIT 10.60 JUNIOR PROMISSORY NOTE Maximum principal amount of dated as of August 1, 2001 $110,000.00 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., an Arizona corporation, ("Payee"), 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 One Hundred and Ten Thousand and no/l O0ths Dollars ($110,000.00), or, if less, the aggregate unpaid principal amount of the Loan made by Payee to Maker, with Interest on the principal balance outstanding from time to time, all as hereinafter set forth. 1. Definitions. As used in this Note, each of the following terms shall have the following meanings, respectively: "Accrual Rate": shall mean the annual interest rate of nine percent (9.0%). "Additional Interest": shall mean and include both Cash Flow Contingent Interest and Capital Proceeds Contingent Interest. "Adjusted Operating Expenses": shall mean Operating Expenses (i) to account for all actual or required Operating Expenses and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "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). "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 the Property, (vi) proceeds of any sale of assets outside the ordinary course of business, (vii) revenues relating to equipment or vehicle rentals and (vii) any revenue generated other than in connection with the use of the Property. "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 Property or any portion thereof. Gross Receipts shall include, without limitation, all receipts from all tenants, licensees and other occupants and users of the Property or any portion thereof, including, without limitation, rents, security deposits and the like, interest earned and paid or credited on all Maker's deposit accounts related to the Property, 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 Property, (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 at the 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 such 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. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $110,000.00 made by Payee to Maker and evidenced by this Note or up to such amount as may have been advanced by Payee to Maker from time to time. -2- "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 Property 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 or the Senior Loan. "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. "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 GrDss 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 Property less Adjusted Operating Expenses, adjusted to reflect a ninety-five (95%) percent occupancy of the Property. "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) real and personal property taxes on the Property; (ii) premiums for liability, property and other insurance on the Property; (iii) the Management Fee; (iv) sales and rental taxes relating to the Property; and (v) normal, reasonable and customary operating expenses of the Property. 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 Senior Loan or any other loan obtained by Maker, non-cash expenses such as depreciation, or any cost or expense related to the restoration of the Property 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%). -3- "Pay Rate Interest": shall mean for any period the amount of Basic Interest payable for such period less the amount of Deferred Interest which accrued during such period. "Person": shall mean any corporation, natural person, firm, joint venture, general partnership, limited partnership, limited liability company, trust, unincorporated organization, government or any department or agency of any government. "Present Value": shall have the meaning given such term in Section 4(c) below. "Property": shall mean the real estate, the improvements and the personal property, if any, identified on Schedule A hereto, taken together collectively. "Property 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 Articles 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 or licenses 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 Property, or of any portion thereof or interest (whether legal, beneficial or otherwise) of 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. "Senior Loan" Means that senior loan made by Payee to Maker on the date hereof in the original principal amount of $430,000.00, as evidenced by a Senior Promissory note. "Stated Maturity Date": shall mean the earlier of July 31, 2011 and the date on which the Property Management Agreement is terminated in accordance with Section 6 thereof, or on demand by Payee. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. -4- "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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: monthly in arrears, on the first business day of each month. 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 month through the last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 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 (9 0%) 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. -5- (f) Monthly 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 Property 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 month 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 statement for the then current month, 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 month 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 month 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, Deferred 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) Property Sale or Financing. The closing of any Sale of the Property (any such event is hereinafter collectively referred to as a "Sale or Financing"); -6- (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" shall be the amount which is equal to: (I) either (x) the Gross Capital Proceeds (as hereinafter defined) realized from the Property, or (y) the fair market value of the Property determined pursuant to Section 2(h)(v) below, if Holder in its discretion requires such a determination, minus (II) the sum of: (an) 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), -7- "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 Property 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 Property determined as of the date of such Triggering Event in accordance with Section 2(h)(v) below, minus (II) the sum of (an) 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 Property shall be determined for purposes of this Note as follows: (A) Partial Sale. In the event of a Sale of a portion of the Property, Holder shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Property 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 Property 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 Property 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 Property for the 3 immediately preceding fiscal years of the Property. (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 Property 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 Property 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 -8- any manner affect Holder's rights hereunder 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 Property 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 Property 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 -9- 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 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 -10- 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 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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. -11- 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 initialed 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. Notwithstanding the foregoing, or anything else in this Note to the contrary, it is agreed that in the event this Note becomes due and payable as a result of the termination of all of the Property Management Agreements, Maker shall not be subject to the Yield Maintenance Premiums or other prepayment premiums contemplated herein and Maker shall only be required to repay the outstanding principal balance of this Note and accrued but unpaid Basic Interest and Deferred Interest through the date of such prepayment, it being agreed that in such event, Maker shall not be required to pay any Capital Proceeds Contingent Interest or Cash Flow Contingent Interest. 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 consummate the transactions contemplated hereby; (b) No Violation. Maker's execution, delivery and performance of its obligations under this Note and the Senior Loan 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 Property is bound or encumbered, or violate any Requirements of Law to which Maker or the Property 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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof 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. The Property is in compliance in all material respects with all applicable Requirements of Law; (f) Zoning and Other Laws. The Property and the use thereof as a self-storage facility, separate and apart from any other properties, constitutes a legal and conforming -12- use under applicable zoning regulations and each such Property 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 Property; (h) Utilities; Licenses. All utilities required by Requirements of Law or by the normal and intended use of the Property 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; (i) Intentionally omitted; and (j) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 Property and held by Payee or to purchase the Property. (b) Financial Statements. Deliver or cause to be delivered to Holder: (i) As soon as available and in any event within 90 days after the end of each calendar year, annual financial reports on the Property 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 Property 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 Property) as Holder may from time to time reasonably request. -13- (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 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 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 Property 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 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 Property 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 $500,000 not fully covered by insurance shall be deemed to be material), or (b) any proposal by any public authority to acquire the Property 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 of this Note. (f) 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 TRANSACTIONS CONTEMPLATED HEREBY, 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 -14- 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. (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 this Note. (h) Requirements of Law. Comply at all times with all Requirements of Law. (i) Management Agreement. Cause or permit the Property to be initially managed by subsidiaries of U-Haul International, Inc. or to be at all times managed by a nationally recognized self-storage property management company (the "Property Manager") approved by the Holder, which Property Manager shall be employed pursuant to an agreement (the "Property Management Agreement") approved by the Holder. In no event shall the fees paid (or required to be paid) to the Property 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 Property Manager upon the occurrence and continuance of (i) an Event of Default, (ii) a Sale of U-Haul International, Inc. or such Property Manager, (iii) a breach by such Property 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. -15- 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) Maker's obligations under the Senior Loan; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 Property or in the Maker. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale or Financing. (e) Distributions. Notwithstanding anything to the contrary contained in this Note or the Senior Loan, 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 Senior Loan, taking the actions required to be performed under the Senior Loan and operating the Property. (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. -16- (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 any collection account agreement any amount required to be deposited in such account within 2 days of when required pursuant to the terms of such 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) The occurrence of any Default under the Senior Loan; (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 -17- 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 notes 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 Senior Loan 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 Senior Loan. 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 Senior Loan) and the undersigned agrees that this Note and any or all payments -18- 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 and all costs of collection or enforcement of every kind, including (but not limited to) all attorneys' fees, court costs. 14. 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 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. 15. Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof. -19- 16. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Arizona. 17. Jurisdiction. In any controversy, dispute or question arising hereunder or under the Senior Loan, 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. 18. 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 SENIOR LOAN PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 19. Intentionally omitted. 20. 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 THE SENIOR LOAN 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 THE SENIOR LOAN, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 21. Entire Agreement. This Note constitutes 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. -20- [THIS SPACE INTENTIONALLY LEFT BLANK] -21- 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 By: _____________________________ Its: ____________________________ -22- Schedule A Description of the Property 480 Pleasant Street, Attleboro, MA.] EX-10.61 40 p67178exv10w61.txt EX-10.61 EXHIBIT 10.61 PROMISSORY NOTE Maximum principal amount of dated as of December 20, 2001 Up to $21,000,000.00 FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Twenty-One Million and no/100ths Dollars ($21,000,000), with Interest on the principal balance outstanding from time to time, all as hereinafter set forth. 1. Definitions. As used in this Note, each of the following terms shall have the following meanings, respectively: "Accrual Rate": shall mean the annual interest rate of nine percent (9.0%). "Additional Interest": shall mean and include both Dividend Contingent Interest and Return of Investment Contingent Interest. "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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Catch-Up Payment": shall have the meaning given it in Section 2(d). "Deferred Interest": shall have the meaning given it in Section 2(a). "Dividend Contingent Interest": shall have the meaning given it in Section 2(e) below. "Dividend Income": shall mean the income in the form of dividends received by 1 Maker from the Project Owners (or any of them). "GAAP": shall mean generally accepted accounting principles as used and understood in the United States of America from time to time. "Gross Receipts": shall mean, for any period all gross receipts, revenues and income of any and every kind collected or received by or for the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder to reduce the principal amount of the Loan or (iii) paid to reduce the principal amount of the Project Loans. Gross Receipts shall include the net commission payable from U-Haul International, Inc. or affiliates thereof for the rental of its equipment 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. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $21,000,000.00 made by Payee to Maker and evidenced by this Note. "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. 2 "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 this Note. "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. "Mortgaged Properties": shall mean the properties of the Project Owners identified on Schedule A hereto. "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. "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. "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 personal property identified on Schedule A hereto, taken together collectively "Project Lender" shall mean First Union National Bank or designee and/or such other Person who may extend a loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Project Loans. "Project Loan Documents": 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 Project Loans. "Project Loans": shall mean that certain loan in the amount of $25,784,900 made by Project Lender to the Eighteen SAC Self Storage Corporation, dated as of the date hereof. 3 "Project Manager": shall have the meaning given it in Section 6(i) below. "Project Owners": shall mean, Eighteen SAC Self-Storage Corporation, a Nevada corporation, a wholly-owned subsidiaries of Maker. "Property Management Agreement": shall have the meaning given such term in Section 6(i) below. "Requirements of Law": shall mean, as to any Person, requirements as set out in the provisions of such Person's Articles 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. "Return of Investment": shall mean any return to Maker of its investment in the Project Owners (or any of them) following a Sale or Financing. "Return of Investment Contingent Interest": shall have the meaning given it in Section 2(g) below. "Sale": shall mean any direct or indirect sale, assignment, transfer, conveyance, lease (except for leases or licenses 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) of 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. "Stated Maturity Date": shall mean the earlier of (i) January 1, 2022, and (ii) from and after February 1, 2014, on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Project Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. 4 "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 monthly in arrears, on the first day of each month. Notwithstanding the foregoing, 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 month through the last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker shall also pay an amount (the "Catch-Up Payment") equal to the lesser of (i) the aggregate outstanding Deferred Interest on the last day of the month for which such payment is being made and (ii) ninety percent (90%) of Maker's Dividend Income 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) Dividend 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 ("Dividend Contingent Interest") in an amount equal to the amount (if any) by which ninety percent (90%) of Maker's Dividend Income for that period plus an 5 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. (f) Prorations of Dividend Contingent Interest. Dividend Contingent Interest shall be equitably prorated on the basis of a 365-day year for any partial month in which the term of the Loan commences or in which the Note is paid in full. (g) Return of Investment Contingent Interest. (i) Return of Investment Contingent Interest Defined. Maker shall pay to Holder, in addition to Basic Interest, Deferred Interest and Dividend Contingent Interest, at the time or times and in the manner hereinafter described, an amount equal to ninety percent (90%) of Maker's Return of Investment resulting following a Sale of the Project (or any portion thereof) (any such event is hereinafter collectively referred to as a "Sale or Financing") ("Return of Investment Contingent Interest"); (ii) Notice of Sale or Financing; Time for Payment of Return of Investment Contingent Interest. Maker shall notify Holder of the occurrence of a Sale or Financing, and shall pay Holder the full amount of any applicable Return of Investment Contingent Interest which is payable in connection therewith, as follows: (A) Maker shall give Holder written notice of any such Sale or Financing not less than seventy five (75) days before the date such event is to occur. Any Return of Investment Contingent Interest due Holder on account of any Sale or Financing shall be paid to Holder on the date such Triggering Event occurs. (iii) Negative Return of Investment 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 Return of Investment Contingent Interest. If at any time it is calculated, Return of Investment Contingent Interest shall be a negative amount, no Return of Investment 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 Return of Investment Contingent Interest shall be subsequently calculated. (iv) Usury Savings. No payment of Return of Investment 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 6 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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 7 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 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 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 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 8 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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 initialed 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. 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 consummate the transactions contemplated hereby; (b) No Violation. Maker's execution, delivery and performance of its obligations under the Project Loan Documents to which it is a party 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 9 are required on the part of Maker in connection with Maker's execution, delivery and performance of its obligations hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or the Project is pending or, to Maker's best knowledge, threatened, against Maker or the Project; (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; and (h) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 capitalize the Project Owners. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 10 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 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 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 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. 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. (f) Project Loan Documents. Comply with and observe all terms and conditions of the Project Loan Documents to which it is subject. (g) INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL 11 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 TRANSACTIONS CONTEMPLATED HEREBY, 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. 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 HEREIN, 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. (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 this Note. 12 (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 subsidiaries of U-Haul International, Inc. or 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. 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) Maker's contingent obligations under the Project Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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, (ii) fair and reasonable transactions between Maker and U-Haul International, Inc. and its related companies, and (iii) guarantees of the recourse obligations of Maker's subsidiaries in connection with any financing by such subsidiaries. (d) Sale of Interests in the Project or in the Maker. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale or Financing. 13 (e) Distributions. Notwithstanding anything to the contrary contained in this Note or the Project Loan Documents, Maker shall not make any distributions to any of its partners or shareholders, 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 Project Loan Documents to which it is a party and any other loan documents with regard to financing by any of Maker's subsidiaries, and taking the actions required to be performed under the Project Loan Documents and under the loan documents under such other financings. (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 Maker 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 any collection account agreement any amount required to be deposited in such account within 2 days of when required pursuant to the terms of such collection account agreement; (c) The failure by Maker to perform any obligation under, or the occurrence of any other default with respect to any provision of, this Note other than as described in any of the other clauses of this Section 8, and the continuation of such default for a period of 30 days after written notice thereof to the Maker; (d) (i) Maker shall file, institute or commence any case, proceeding or other action 14 (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; or (e) 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 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, 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 (d) 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. 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. Notwithstanding the foregoing, there shall be no offset against this Note any amounts otherwise payable to the Project Owners (or any of them), whether pursuant to any lease between the Project Owners and affiliates of Maker, or otherwise. 15 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) 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 16 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 Project Loan Documents. This Note is unsecured. The Project Loans are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds to Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing Statement, made and granted by subsidiaries of Maker to or for the benefit of the Project Lender, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Project Lender as security under the Project Loans, 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. Reference should be made to the Project Loan Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. Notwithstanding anything to the contrary set forth or implied herein, this Note is not indebtedness of the Project Owners or any of them, and is not secured, whether directly or indirectly, by the Project or any collateral or property owned or operated by the Project Owners, or any of them. 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 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. In addition, a copy of any notice of default sent to Maker shall also be sent to the following: Project Lender: UBS Warburg Real Estate Investments Inc. 1285 Avenue of the Americas, 11th Floor New York, New York 10019 Attention: Robert Pettinato, Director Telecopier: (212) 713-2099 17 with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, Esq. Telecopier: (212) 504-6666 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, 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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. 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 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, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 21. Entire Agreement. This Note constitutes 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. 18 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 By: __________________________________ Bruce Brockhagen, Secretary 19 Schedule A Description of the Project

CENTERS NAME ADDRESS CITY STATE 706086 U-HAUL CTR DBL DIAMOND RANCH 10400 S VIRGINIA STREET RENO NV 717082 U-HAUL CENTER MIRAMAR 9650 CAMINO RUIZ SAN DIEGO CA 720059 U-HAUL CTR SALT LK 55 EAST 3900 SOUTH SALT LAKE CITY UT 723030 U-HAUL CENTER KYRENE ROAD 6190 W CHANDLER BLVD CHANDLER AZ 741032 U-HAUL CENTER DENTON 164 NORTH I-35 E DENTON TX 741034 U-HAUL CENTER LOS RIOS 1100 LOS RIOS PLANO TX 746072 U-HAUL CTR ALIEF 11334 BELLAIRE BLVD HOUSTON SOUTH TX 796051 U-HAUL N BROADWAY 738 N BROADWAY EAST PROVIDENCE RI 803080 U-HAUL BRONX PARK 2800 WHITE PLAINS RD BRONX NY 810051 U-HAUL MACARTHUR ROAD 3001 MACARTHUR ROAD WHITEHALL PA 813047 U-HAUL CINNAMINSON 2101 ROUTE 130 CINNAMINSON NJ 816075 U-HAUL PALM SPRINGS 68075 RAMON ROAD CATHEDRAL CITY CA 834044 U-HAUL CENTER S HAVANA 615 S HAVANA AURORA SOUTH CO 837051 U-HAUL CENTRAL SQ 844 MAIN ST CAMBRIDGE MA

20 EX-10.62 41 p67178exv10w62.txt EX-10.62 EXHIBIT 10.62 PROMISSORY NOTE Maximum principal amount of dated as of January 11, 2002 Up to $47,500,000.00 FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Forty-Seven Million Five Hundred Thousand and no/100ths Dollars ($47,500,000), with Interest on the principal balance outstanding from time to time, all as hereinafter set forth. 1. Definitions. As used in this Note, each of the following terms shall have the following meanings, respectively: "Accrual Rate": shall mean the annual interest rate of nine percent (9.0%). "Additional Interest": shall mean and include both Dividend Contingent Interest and Return of Investment Contingent Interest. "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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Catch-Up Payment": shall have the meaning given it in Section 2(d). "Deferred Interest": shall have the meaning given it in Section 2(a). "Dividend Contingent Interest": shall have the meaning given it in Section 2(e) below. 1 Attachment 3 "Dividend Income": shall mean the income in the form of dividends received by Maker from the Project Owners (or any of them). "GAAP": shall mean generally accepted accounting principles as used and understood in the United States of America from time to time. "Gross Receipts": shall mean, for any period all gross receipts, revenues and income of any and every kind collected or received by or for the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder to reduce the principal amount of the Loan or (iii) paid to reduce the principal amount of the Project Loans. Gross Receipts shall include the net commission payable from U-Haul International, Inc. or affiliates thereof for the rental of its equipment 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. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $47,500,000.00 made by Payee to Maker and evidenced by this Note. "Loan Year": shall mean a year commencing on the date of this Note, or an 2 Attachment 3 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 this Note. "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. "Mortgaged Properties": shall mean the properties of the Project Owners identified on Schedule A hereto. "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. "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. "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 personal property identified on Schedule A hereto, taken together collectively "Project Lender" shall mean UBS Warburg Real Estate Investments, Inc. or designee and/or such other Person who may extend a loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Project Loans. "Project Loan Documents": 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 Project Loans. 3 Attachment 3 "Project Loans": shall mean, collectively, (i) that certain loan in the amount of $12,966,000 made by Project Lender to the Twenty SAC Self Storage Corporation; (ii) that certain loan in the amount of $14,607,000 made by Project Lender to the Twenty-One SAC Self Storage Corporation; (iii) that certain loan in the amount of $11,416,000 made by Project Lender to Twenty-Two SAC Self-Storage Corporation; (iv) that certain loan in the amount of $11,511,000 made by Project Lender to Twenty-Three SAC Self-Storage Corporation, each dated as of the date hereof. "Project Manager": shall have the meaning given it in Section 6(i) below. "Project Owners": shall mean, collectively, Twenty SAC Self-Storage Corporation, a Nevada corporation, Twenty-One SAC Self-Storage Corporation, a Nevada corporation, Twenty-Two SAC Self-Storage Corporation, a Nevada corporation, and Twenty-Three SAC Self-Storage Corporation, a Nevada corporation, each of which being wholly-owned subsidiaries of Maker. "Property Management Agreement": shall have the meaning given such term in Section 6(i) below. "Requirements of Law": shall mean, as to any Person, requirements as set out in the provisions of such Person's Articles 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. "Return of Investment": shall mean any return to Maker of its investment in the Project Owners (or any of them) following a Sale or Financing. "Return of Investment Contingent Interest": shall have the meaning given it in Section 2(g) below. "Sale": shall mean any direct or indirect sale, assignment, transfer, conveyance, lease (except for leases or licenses 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) of 25% or more (in the aggregate of all such sales, 4 Attachment 3 transfers, assignments, etc., made at any time or from time to time, taken together) of all equity interests in Maker. "Stated Maturity Date": shall mean the earlier of (i) January 1, 2022, and (ii) from and after February 1, 2014, on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Project Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Triggering Event": shall have the meaning given it in Section 2(h)(ii) below. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 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 monthly in arrears, on the first day of each month. Notwithstanding the foregoing, 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 month through the last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker shall also pay an amount (the "Catch-Up Payment") equal to the lesser of (i) the aggregate outstanding Deferred Interest on the last day of the month for which such payment is 5 Attachment 3 being made and (ii) ninety percent (90%) of Maker's Dividend Income 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) Dividend 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 ("Dividend Contingent Interest") in an amount equal to the amount (if any) by which ninety percent (90%) of Maker's Dividend Income for that 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. (f) Prorations of Dividend Contingent Interest. Dividend Contingent Interest shall be equitably prorated on the basis of a 365-day year for any partial month in which the term of the Loan commences or in which the Note is paid in full. (g) Return of Investment Contingent Interest. (i) Return of Investment Contingent Interest Defined. Maker shall pay to Holder, in addition to Basic Interest, Deferred Interest and Dividend Contingent Interest, at the time or times and in the manner hereinafter described, an amount equal to ninety percent (90%) of Maker's Return of Investment resulting following a Sale of the Project (or any portion thereof) (any such event is hereinafter collectively referred to as a "Sale or Financing") ("Return of Investment Contingent Interest"); (ii) Notice of Sale or Financing; Time for Payment of Return of Investment Contingent Interest. Maker shall notify Holder of the occurrence of a Sale or Financing, and shall pay Holder the full amount of any applicable Return of Investment Contingent Interest which is payable in connection therewith, as follows: (A) Maker shall give Holder written notice of any such Sale or Financing not less than seventy five (75) days before the date such event is to occur. Any Return of Investment Contingent Interest due Holder on account of any Sale or Financing shall be paid to Holder on the date such Triggering Event occurs. (iii) Negative Return of Investment 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 6 Attachment 3 Project or for any contingency, condition or occurrence that might result in a negative number for Return of Investment Contingent Interest. If at any time it is calculated, Return of Investment Contingent Interest shall be a negative amount, no Return of Investment 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 Return of Investment Contingent Interest shall be subsequently calculated. (iv) Usury Savings. No payment of Return of Investment 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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 7 Attachment 3 Holder may hereafter designate for such purpose in a notice duly given to the Maker hereunder), not later than noon, Pacific 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 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 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 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 8 Attachment 3 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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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 initialed 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. 9 Attachment 3 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 consummate the transactions contemplated hereby; (b) No Violation. Maker's execution, delivery and performance of its obligations under the Project Loan Documents to which it is a party 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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or the Project is pending or, to Maker's best knowledge, threatened, against Maker or the Project; (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; and 10 Attachment 3 (h) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 capitalize the Project Owners. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 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 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 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. 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. 11 Attachment 3 (d) Notices. Give prompt written notice to Holder 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. (f) Project Loan Documents. Comply with and observe all terms and conditions of the Project Loan Documents to which it is subject. (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 TRANSACTIONS CONTEMPLATED HEREBY, 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. 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 12 Attachment 3 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 HEREIN, 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. (h) Co-operation. Execute and deliver to Holder any and all instruments, documents and agreements, and do or cause to be done from time to time any and all other acts, reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of this Note. (i) Requirements of Law. Comply at all times with all Requirements of Law. (j) Management Agreement. Cause or permit the Project to be initially managed by subsidiaries of U-Haul International, Inc. or 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. 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) Maker's contingent obligations under the Project Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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 13 Attachment 3 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, (ii) fair and reasonable transactions between Maker and U-Haul International, Inc. and its related companies, and (iii) guarantees of the recourse obligations of Maker's subsidiaries in connection with any financing by such subsidiaries. (d) Sale of Interests in the Project or in the Maker. Without obtaining the prior written consent of Holder (which Holder may withhold or condition in its sole and absolute discretion), cause, permit or acquiesce in any Sale or Financing. (e) Distributions. Notwithstanding anything to the contrary contained in this Note or the Project Loan Documents, Maker shall not make any distributions to any of its partners or shareholders, 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 Project Loan Documents to which it is a party and any other loan documents with regard to financing by any of Maker's subsidiaries, and taking the actions required to be performed under the Project Loan Documents and under the loan documents under such other financings. (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. 14 Attachment 3 (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 Maker 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 any collection account agreement any amount required to be deposited in such account within 2 days of when required pursuant to the terms of such collection account agreement; (c) The failure by Maker to perform any obligation under, or the occurrence of any other default with respect to any provision of, this Note other than as described in any of the other clauses of this Section 8, and the continuation of such default for a period of 30 days after written notice thereof to the Maker; (d) (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; or 15 Attachment 3 (e) 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 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, 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 (d) 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. 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. Notwithstanding the foregoing, there shall be no offset against this Note any amounts otherwise payable to the Project Owners (or any of them), whether pursuant to any lease between the Project Owners and affiliates of Maker, or otherwise. 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) 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 16 Attachment 3 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 Project Loan Documents. This Note is unsecured. The Project Loans are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds to Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing Statement, made and granted by subsidiaries of Maker to or for the benefit of the Project Lender, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Project Lender as security under the Project Loans, 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. Reference should be made to the Project Loan Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. Notwithstanding anything to the contrary set forth or implied herein, this Note is not indebtedness of the Project Owners or any of them, and is not secured, whether directly or indirectly, by the Project or any collateral or property owned or operated by the Project Owners, or any of them. 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 17 Attachment 3 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 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address as such party may designate as its address for the receipt of notices hereunder in a written notice duly given to the other party. In addition, a copy of any notice of default sent to Maker shall also be sent to the following: Project Lender: UBS Warburg Real Estate Investments Inc. 1285 Avenue of the Americas, 11th Floor New York, New York 10019 Attention: Robert Pettinato, Director Telecopier: (212) 713-2099 with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, Esq. Telecopier: (212) 504-6666 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, 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. 18 Attachment 3 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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. 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 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, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 21. Entire Agreement. This Note constitutes 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. 19 Attachment 3 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 By: _____________________________ Mark V. Shoen, President 20 Attachment 3 Schedule A Description of the Project

NUMBER NAME STREET ADDRESS CITY STATE ZIP 700026 U-HAUL CTR OF BEND 63370 N HWY 97 BEND OR 97701 707075 U-HAUL CTR THORNTON 4833 THORNTON AVE FREMONT CA 94536 708078 U-HAUL CTR BELMONT 554 EL CAMINO REAL BELMONT CA 94002 710077 U-HAUL OF FLORIN RD 3026 FLORIN RD SACRAMENTO WEST CA 95822 712032 U-HAUL CENTER DOWNTOWN 1836 S ARAPAHOE ST LOS ANGELES CA 90006 717068 U-HAUL LEMON GROVE 1805 MASSACHUSETT AV LEMON GROVE CA 91945 721021 U-HAUL CENTER 19TH & BELL 1935 WEST BELL ROAD PHOENIX WEST AZ 85023 721058 U-HAUL 51ST & GLENDALE 5024 WEST GLENDALE AVENUE GLENDALE AZ 85301 723082 U-HAUL MAIN&LINDSAY 2947 E MAIN MESA AZ 85203 734024 U-HAUL STATE AVE 5200 STATE AVE KANSAS CITY KS 66102 736071 U-HAUL CT HAZELWOOD 8961 DUNN ROAD HAZELWOOD MO 63042 738057 U-HAUL DOWNTOWN 100 SE SECOND OKLAHOMA CITY OK 73129 741035 U-HAUL CENTER ADDISON 2735 BELT LINE ROAD CARROLLTON TX 75006 742054 U-HAUL KANIS ROAD 7618 KANIS ROAD LITTLE ROCK AR 72204 744068 U-HAUL AUSTIN HWY 2390 AUSTIN HIGHWAY SAN ANTONIO TX 78218 744070 U-HAUL NACO-PERRIN 12534 NACGODOCHES SAN ANTONIO TX 78217 744080 U-HAUL SAN PEDRO 5810 SAN PEDRO SAN ANTONIO TX 78212 747069 U-HAUL CAUSEWAY BLV 3800 N CAUSEWAY BLVD METAIRIE LA 70002 747074 U-HAUL CT GENTILLY 6210 CHEF MENTEUR HY NEW ORLEANS LA 70126 751022 U-HAUL JOLLY CEDAR 5020 S CEDAR LANSING MI 48910 752069 U-HAUL CAROUSEL MALL 29500 MICHIGAN AVE INKSTER MI 48141 770054 U-HAUL CTR METRO 1340 E THIRD STREET DAYTON OH 45403 772061 U-HAUL HENDERSONVIL 208 W MAIN ST HENDERSONVILLE TN 37075 776053 U-HAUL CT PETERS ST 300 PETERS ST SW ATLANTA EAST GA 30313 790066 U-HAUL CTR RT 295 411 MARGINAL WAY PORTLAND ME 4101 791023 U-HAUL SPRINGFIELD 914 BOSTON ROAD SPRINGFIELD MA 1101 795028 U-HAUL CENTER OF MANASSAS PARK 8537 CENTREVILLE ROAD MANASSAS PARK VA 20111 796058 U-HAUL CTR WARWICK 279 OAKLAND BEACH AV WARWICK RI 2886 806024 U-HAUL CENTER CORAM 532 MDL COUNTRY ROAD CORAM NY 11727 813020 U-HAUL CENTER ROUTE 37 68 ROUTE 37 EAST TOMS RIVER NJ 8753 820022 U-HAUL CT PULASKI HY 4301 PULASKI HIGHWAY BALTIMORE MD 21224 825067 U-HAUL AIRLINE CTR 2855 AIRLINE BLVD PORTSMOUTH VA 23701 828059 U-HAUL CTR ORACLE 4655 N ORACLE ROAD TUCSON AZ 85705 828068 U-HAUL W INA RD 4040 W INA RD TUCSON AZ 85741 835081 U-HAUL NORTHWEST 9929 HARRY HINES BLVD DALLAS TX 75220 836033 WESTCREEK VILLAGE U-HAUL CTR 3019 ALTA MESA BLVD FORT WORTH TX 76133 836044 U-HAUL CENTER ARLINGTON 2315 WEST DIVISION ARLINGTON TX 76012

21 EX-10.63 42 p67178exv10w63.txt EX-10.63 EXHIBIT 10.63 PROMISSORY NOTE Maximum principal amount of dated as of March 7, 2002 Up to $152,305,252.00 FOR VALUE RECEIVED, the undersigned, SAC Financial Corporation, a Nevada corporation (the "Maker" or the "undersigned"), promises to pay to the order of U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 One Hundred and Fifty Two Million, Three Hundred and Five Thousand, Two Hundred and Fifty-Two and no/100ths Dollars ($152,305,252.00), with Interest on the principal balance outstanding from time to time, all as hereinafter set forth. 1. Definitions. As used in this Note, each of the following terms shall have the following meanings, respectively: "Accrual Rate": shall mean the annual interest rate of nine percent (9.0%). "Additional Interest": shall mean and include both Distribution Contingent Interest and Return of Investment Contingent Interest. "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, any shareholder of such Person if such Person is a corporation, or any member of such Person if such Person is a limited liability company. 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. "Basic Interest": shall have the meaning given it in Section 2(a) and 2(b) below. "Catch-Up Payment": shall have the meaning given it in Section 2(d). "Deferred Interest": shall have the meaning given it in Section 2(a). "Distribution Contingent Interest": shall have the meaning given it in Section 2(e) below. 1 "Distribution Income": shall mean the income in the form of dividends and distributions received by Maker from the Project Owners (or any of them). "GAAP": shall mean generally accepted accounting principles as used and understood in the United States of America from time to time. "Gross Receipts": shall mean, for any period all gross receipts, revenues and income of any and every kind collected or received by or for the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder to reduce the principal amount of the Loan or (iii) paid to reduce the principal amount of the Project Loans. Gross Receipts shall include the net commission payable from U-Haul International, Inc. or affiliates thereof for the rental of its equipment 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. 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 that is then the holder of this Note. "Interest": shall mean Additional Interest, Basic Interest and Deferred Interest. "Loan": shall mean the unsecured loan in the amount of up to $152,305,252.00 made by Payee to Maker and evidenced by this Note. "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. 2 "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 this Note. "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. "Mortgaged Properties": shall mean the properties of the Project Owners identified on Schedule A hereto. "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. "Pay Rate": shall mean the annual interest rate of two percent (2.0%). "Pay Rate Interest": shall mean for any period the amount calculated by applying the Pay Rate to the outstanding principal balance hereunder. "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 and the improvements identified on Schedule A hereto, taken together collectively "Project Lender" shall mean Merrill Lynch Mortgage Lending, Inc. or designee and/or such other Person who may extend a loan with respect to the Project or any portion thereof, as the context may so require, in its capacity as the lender under the Project Loans. "Project Loan Documents": 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 Project Loans. "Project Loans": shall mean, collectively, (i) that certain loan in the amount of $64,991,000 made by Project Lender to the Twenty-Four SAC Self Storage Limited 3 Partnership, Twenty-Five SAC Self-Storage Limited Partnership and Twenty-Seven SAC Self-Storage Limited Partnership; and (ii) that certain loan in the amount of $15,590,000 made by Project Lender to the Twenty-Six SAC Self Storage Limited Partnership, each dated as of the date hereof. "Project Manager": shall have the meaning given it in Section 6(i) below. "Project Owners": shall mean, collectively, Twenty-Four SAC Self-Storage Limited Partnership, a Nevada limited partnership, Twenty-Five SAC Self-Storage Limited Partnership, a Nevada limited partnership, Twenty-Six SAC Self-Storage Limited Partnership, a Nevada limited partnership, and Twenty-Seven SAC Self-Storage Limited Partnership, a Nevada limited partnership, as to each of which Maker is a ninety-nine percent limited partner. "Property Management Agreement": shall have the meaning given such term in Section 6(i) below. "Requirements of Law": shall mean, as to any Person, requirements as set out in the provisions of such Person's Articles 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. "Return of Investment": shall mean any return to Maker of its investment in the Project Owners (or any of them) following a Sale of Financing. "Return of Investment Contingent Interest": shall have the meaning given it in Section 2(g) below. "Sale or Financing": shall mean any direct or indirect sale, assignment, transfer, conveyance, lease (except for leases or licenses of a term not exceeding one 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) of 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. "Stated Maturity Date": shall mean the earlier of (i) April 1, 2022, and (ii) from 4 and after April 1, 2014, on demand by Payee. "Tax and Insurance Escrow Account": shall mean any impound account established pursuant to the Project Loans, or any of them, and may include without limitation, impounds for capital repairs and replacements. "Yield Maintenance Premium": shall have the meaning given such term in Section 4(b) below. 2. Interest. (a) Basic Interest Rate Prior to Maturity. Prior to the Maturity Date, interest ("Basic Interest") shall accrue, commencing as of February 1, 2002, on the principal balance of the Note outstanding from time to time at the Accrual Rate. Basic Interest shall consist of two components ("Pay Rate Interest" and "Deferred Interest") and shall be paid monthly in arrears, on the first day of each month. Notwithstanding the foregoing, 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 month through the last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker shall also pay an amount (if any) (the "Catch-Up Payment") equal to the lesser of (i) the aggregate outstanding Deferred Interest on the last day of the month for which such payment is being made and (ii) ninety percent (90%) of Maker's Distribution Income 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 5 (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) Distribution 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 ("Distribution Contingent Interest") in an amount (if any) equal to the amount (if any) by which ninety percent (90%) of Maker's Distribution Income for that 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. (f) Prorations of Distribution Contingent Interest. Distribution Contingent Interest shall be equitably prorated on the basis of a 365-day year for any partial month in which the term of the Loan commences or in which the Note is paid in full. (g) Return of Investment Contingent Interest. (i) Return of Investment Contingent Interest Defined. Maker shall pay to Holder, in addition to Basic Interest and Distribution Contingent Interest, at the time or times and in the manner hereinafter described, an amount equal to ninety percent (90%) of Maker's Return of Investment resulting following a Sale or Financing of the Project (or any portion thereof) ("Return of Investment Contingent Interest"); (ii) Notice of Sale or Financing; Time for Payment of Return of Investment Contingent Interest. Maker shall notify Holder of the occurrence of a Sale or Financing, and shall pay Holder the full amount of any applicable Return of Investment Contingent Interest which is payable in connection therewith, as follows: (A) Maker shall give Holder written notice of any such Sale or Financing not less than seventy five (75) days before the date such event is to occur. Any Return of Investment Contingent Interest due Holder on account of any Sale or Financing shall be paid to Holder on the date such event occurs. (iii) Negative Return of Investment 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 Return of Investment Contingent Interest. If at any time it is calculated, Return of Investment Contingent Interest shall be a negative amount, no Return of Investment 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 Return of Investment Contingent Interest shall be subsequently calculated. 6 (iv) Usury Savings. No payment of Return of Investment 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. 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. No principal payments shall be due hereunder except at the Stated Maturity Date or as otherwise provided herein in the event of default. Each payment 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, Pacific 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. 7 (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 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 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 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 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 8 (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 January 1, 2008. In addition to the aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior to or after any date that is after January 1, 2008, 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 initialed 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. 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 consummate the transactions contemplated hereby; (b) No Violation. Maker's execution, delivery and performance of its obligations under this Note and any related documents do not and will not violate the organizational 9 documents or agreements 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 hereunder that have not been duly obtained, made or given, as the case may be; (d) Enforceability. The Note is valid, binding and enforceable in accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or the Project is pending or, to Maker's best knowledge, threatened, against Maker or the Project; (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; and (h) Place of Business. Maker's principal place of business is located at 715 South Country Club Drive, Mesa, AZ 85210. 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 capitalize the Project Owners. (b) Financial Statements. Deliver or cause to be delivered to Holder: (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 10 (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 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 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 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. 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 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 $500,000 not fully covered by insurance shall be deemed to be material), 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 of this Note. (f) INDEMNIFICATION. MAKER SHALL INDEMNIFY AND HOLD 11 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 TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND MAKER SHALL 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. 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 REASONABLE 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 HEREIN, 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. (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, 12 reasonably deemed necessary or desirable by Holder to effectuate the provisions and purposes of this Note. (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 subsidiaries of U-Haul International, Inc. or 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 revenue for any time period. 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) Maker's contingent obligations (if any) under the Project Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of business and (v) other indebtedness owed to Payee and its affiliates. (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, (ii) fair and reasonable transactions between Maker and U-Haul International, Inc. and its related companies, and (iii) guarantees of the recourse obligations of Maker's subsidiaries in connection with any financing by such subsidiaries. (d) Sale of Interests in the Project or in the Maker. Without obtaining the prior 13 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 Project Loan Documents, Maker shall not make any distributions to any of its partners or shareholders, 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 Project Loan Documents to which it is a party and any other loan documents with regard to financing by any of Maker's subsidiaries, and taking the actions required to be performed under the Project Loan Documents and under the loan documents under such other financings. (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 Maker 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 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; (c) (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 14 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; or (d) 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 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, 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 (d) 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. 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. Notwithstanding the foregoing, there shall be no offset against this Note any amounts otherwise payable to the Project Owners (or any of them), whether pursuant to any lease between the Project Owners and affiliates of Maker, or otherwise. 15 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) 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 reasonable 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 reasonable attorneys' fees, court costs, and other costs and expenses of every kind incurred by 16 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 Project Loan Documents. This Note is unsecured. The Project Loans are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds to Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing Statement, made and granted by subsidiaries of Maker to or for the benefit of the Project Lender, which create liens on real estate in the Project and which also creates a security interest in personal property located thereat or utilized in connection therewith, and each and every additional document or instrument which may at any time be delivered to the Project Lender as security under the Project Loans, 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. Reference should be made to the Project Loan Documents for a description of the property encumbered thereby and the nature and extent of the security thereof. Notwithstanding anything to the contrary set forth or implied herein, this Note is not indebtedness of the Project Owners or any of them, and is not secured, whether directly or indirectly, by the Project or any collateral or property owned or operated by the Project Owners, or any of them. 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: c/o SAC Holding Corporation 715 South Country Club Drive Mesa, AZ 85210 Attention: President If to the Holder: U-Haul International, Inc. 2721 North Central Avenue Phoenix, Arizona 85004 Attention: Treasurer or to either party at such other address 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, the Maker 17 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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER. 20. 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 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, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 21. Entire Agreement. This Note constitutes 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. 18 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 FINANCIAL CORPORATION a Nevada corporation By: ______________________________ Mark V. Shoen, President 19 EX-99.1 43 p67178exv99w1.txt EX-99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward J. Shoen, Chairman of the Board and President of AMERCO, certify that: 1. the Quarterly Report of AMERCO on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AMERCO. /s/ Edward J. Shoen ----------------------------------- Edward J. Shoen Chairman of the Board and President November 18, 2002 EX-99.2 44 p67178exv99w2.txt EX-99.2 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary B. Horton, Treasurer of AMERCO, certify that: 1. the Quarterly Report of AMERCO on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AMERCO. /s/ Gary B. Horton ----------------------------------- Gary B. Horton Treasurer November 18, 2002 EX-99.3 45 p67178exv99w3.txt EX-99.3 Exhibit 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward J. Shoen, Chairman of the Board and President of U-Haul International, Inc., certify that: 1. the Quarterly Report of U-Haul International, Inc. on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of U-Haul International, Inc. /s/ Edward J. Shoen ----------------------------------- Edward J. Shoen Chairman of the Board and President November 18, 2002 EX-99.4 46 p67178exv99w4.txt EX-99.4 Exhibit 99.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary B. Horton, Assistant Treasurer of U-Haul International, Inc., certify that: 1. the Quarterly Report of U-Haul International, Inc. on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of U-Haul International, Inc. /s/ Gary Horton ----------------------------------- Gary B. Horton Assistant Treasurer November 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.10A

                                                               EXHIBIT 10.10A

                          Addendum No. 2 to Note
                         dated February 27, 1997
                    in the amount of $14,271,115.19
                              (the "Note")


     The Note is hereby amended to increase its principal sum up to an amount
not to exceed Seventeen Million Dollars ($17,000,000), to reflect additional
borrowings by SAC Holding Corporation from time to time.  All other terms and
conditions of the Note shall remain in place so long as they do not conflict
with this Addendum.

Dated as of the 8th day of July, 1998


                                                      SAC HOLDING CORPORATION

                                                     By: /s/ Bruce Brockhagen
                                                     Name:   Bruce Brockhagen
                                                     Title: Secretary

EX-10.11A

                                                               Exhibit 10.11A


                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, Four SAC Self-Storage Corporation, a
Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the
"Note") dated as of October 1, 1995 in the original principal amount of
$10,000,000 payable to the order of Nationwide Commercial Co. ("Payee"), as
follows. Capitalized words used herein and not otherwise defined herein have the
meaning ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                               Four SAC Self-Storage Corporation


                                               By: _____________________________
                                                    Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                               Nationwide Commercial Co.


                                               By: _____________________________
                                                     Gary B. Horton, Secretary

EX-10.35

                                                                EXHIBIT 10.35

                           PROPERTY MANAGEMENT AGREEMENT

      THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as
of December 20, 2001 among Eighteen 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 Exhibit
A attached hereto and incorporated herein by reference (each such property
manager is respectively referred to herein as "U-Haul").

                                      RECITALS

      A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

      B.  Owner intends that the Property be rented on a space-by-space
retail basis to corporations, partnerships, individuals and/or other entities
for use as self-storage facilities.

      C. Owner desires that U-Haul manage the Property and U-Haul desires to act
as the property manager for the Property, all in accordance with the terms and
conditions of this Agreement and as more specifically designated on Exhibit A
hereto.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

      (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties


                                       1

hereto (or any of them) partners or joint venturors, nor (except as expressly
otherwise provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below.

      (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

      (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective 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


                                       2

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.

      (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection with the
management and operation of the Property.

      (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

      (i) [Reserved].

      (j) COLLECTION. U-Haul shall be responsible for the billing and collection
of all accounts receivable and for payment of all accounts payable with respect
to the Property and shall be responsible for establishing policies and
procedures to minimize the amount of bad debts.


                                       3

      (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in
the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

      (l) INSURANCE. U-Haul shall use its best efforts to assure that there is
obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

      (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

      (n) [RESERVED].

      (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be remitted by U-Haul (or its parent company) on a daily basis to
a bank account and U-Haul shall maintain such records and systems as are
necessary or appropriate to enable U-Haul to clearly identify the amount of
Gross Revenue generated by each Property on a daily basis.

3.  Duties of Owner.

      Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement.

4.  Compensation of U-Haul.

      (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for
the services herein provided a fee (the "Management Fee") equal to six percent
(6%) of the "Gross Revenue" derived from or connected with the Property so
managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the same as
income) of Owner (whether or not received by U-Haul on behalf or for the account
of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto. 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.

      It is understood and agreed that the Management Fee will not be reduced by
the cost to Owner of those employees and independent contractors engaged by or
for Owner, including but not limited to the categories of personnel specifically
referred to in Section


                                       5

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.

      (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management Fee
described above, U-Haul shall be entitled to reimbursement from Owner, on a
quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in
connection with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5.  Use of Trademarks, Service Marks and Related Items.

      Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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

6.  Termination.

      Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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.

      Owner hereby agrees to indemnify and hold each of U-Haul, all persons and
companies affiliated with U-Haul, and all officers, shareholders, directors,
employees and agents of U-Haul and of any affiliated companies or persons
(collectively, the "Indemnified Persons") harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in
connection with the management of the Property (including the loss of use
thereof following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of the
Indemnified Persons. In addition, no Indemnified Person shall be liable for any
error of judgment or for any mistake of fact or law, or for anything which it
may do or refrain from doing hereafter, except in cases of willful misconduct or
gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from
any and all costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property arising
from the willful misconduct of, gross negligence of, or breach of this Agreement
by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for
the acts or omissions of U-Haul's officers, shareholders, directors, employees,
and agents except for U-Haul's own gross negligence or willful misconduct.

8.  Assignment.

      This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. U-Haul shall have the right to assign this Agreement to an
affiliate or a wholly or


                                       7

majority owned subsidiary; provided, however, any such assignee must assume all
obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable
against any such assignee and U-Haul shall not be released from its liabilities
hereunder unless 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 shall be 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.


                                       8

14.  Attorneys' Fees.

      If it shall become necessary for any party hereto to engage attorneys to
institute legal action for the purpose of enforcing their respective rights
hereunder or for the purpose of defending legal action brought by the other
party hereto, the party or parties prevailing in such litigation shall be
entitled to receive all costs, expenses and fees (including reasonable
attorneys' fees) incurred by it in such litigation (including appeals).

15.  Counterparts.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

16.  Scope of Property Manager Responsibility.

      The duties, obligations and liability of each property manager identified
herein shall extend only so far as to relate to the Property for which such
property manager is managing located in the domicile state of such property
manager, as more specifically described on Exhibit A hereto, 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.


[Rest of page intentionally left blank]


                                       9

      IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first above written.

"Owner":

Eighteen SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________
      Mark V. Shoen, President


"U-Haul":

U-Haul Co. of Nevada, Inc.

By: _______________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of California, Inc.

By: _______________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Utah, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Arizona, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


                                       10

U-Haul Co. of Texas, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Rhode Island, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of New York, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Pennsylvania, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of New Jersey, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Colorado, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Massachusetts, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


                                       11

                                    Exhibit A



  CENTERS                  NAME                          ADDRESS                 CITY          STATE
  -------                  ----                          -------                 ----          -----

                                                                                   
  706086           U-HAUL CTR DBL DIAMOND RANCH   10400 S VIRGINIA STREET                RENO   NV
  717082                  U-HAUL CENTER MIRAMAR          9650 CAMINO RUIZ           SAN DIEGO   CA
  720059                     U-HAUL CTR SALT LK        55 EAST 3900 SOUTH      SALT LAKE CITY   UT
  723030              U-HAUL CENTER KYRENE ROAD      6190 W CHANDLER BLVD            CHANDLER   AZ
  741032                   U-HAUL CENTER DENTON          164 NORTH I-35 E              DENTON   TX
  741034                 U-HAUL CENTER LOS RIOS             1100 LOS RIOS               PLANO   TX
  746072                       U-HAUL CTR ALIEF       11334 BELLAIRE BLVD       HOUSTON SOUTH   TX
  796051                      U-HAUL N BROADWAY            738 N BROADWAY     EAST PROVIDENCE   RI
  803080                      U-HAUL BRONX PARK      2800 WHITE PLAINS RD               BRONX   NY
  810051                  U-HAUL MACARTHUR ROAD       3001 MACARTHUR ROAD           WHITEHALL   PA
  813047                     U-HAUL CINNAMINSON            2101 ROUTE 130         CINNAMINSON   NJ
  816075                    U-HAUL PALM SPRINGS          68075 RAMON ROAD      CATHEDRAL CITY   CA
  834044                 U-HAUL CENTER S HAVANA              615 S HAVANA        AURORA SOUTH   CO
  837051                      U-HAUL CENTRAL SQ               844 MAIN ST           CAMBRIDGE   MA



                                       12

EX-10.36

                                                                  EXHIBIT 10.36

                          PROPERTY MANAGEMENT AGREEMENT

         THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into
as of June 28, 2002 among Nineteen SAC Self-Storage Limited Partnership, a
Nevada limited partnership, with its principal place of business at 715 South
Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers
identified on Exhibit A attached hereto and incorporated herein by reference
(each such property manager is respectively referred to herein as "U-Haul").

                                    RECITALS

         A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

         B. Owner intends that the Property be rented on a space-by-space retail
basis to corporations, partnerships, individuals and/or other entities for use
as self-storage facilities.

         C. Owner desires that U-Haul manage the Property and U-Haul desires to
act as the property manager for the Property, all in accordance with the terms
and conditions of this Agreement and as more specifically designated on Exhibit
A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

         (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties hereto (or any of them) partners or joint venturors, nor
(except as expressly otherwise


                                       1

provided for herein) construed as making U-Haul an agent or employee of Owner or
of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below.

         (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

         (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective 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


                                       2

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.

         (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner,
all licenses and permits required or advisable (in the sole judgment of U-Haul)
in connection with the management and operation of the Property.

         (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

         (i) [Reserved].

         (j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts payable
with respect to the Property and shall be responsible for establishing policies
and procedures to minimize the amount of bad debts.


                                       3

         (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and
in the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

         (l) INSURANCE. U-Haul shall use its best efforts to assure that there
is obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

         (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

         (n) [RESERVED].

         (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

         (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a bank account maintained by U-Haul (or its
parent company) as for the benefit of the Owner. To the extent that the Gross
Revenues are deposited into a collective account maintained by U-Haul (or its
parent company) for the benefit of multiple property owners, U-Haul (or its
parent company) shall reconcile such account daily and maintain such records as
shall clearly identify each day the respective interest of each owner in such
collective account. Gross Revenues of the Owner shall be applied first to the
repayment of Owner's senior debt with respect to the Property, and then to
U-Haul in reimbursement of expenses and for management fees as provided under
Section 4 below.

3. Duties of Owner.

         Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement.

4. Compensation of U-Haul.

         (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
for the services herein provided a fee (the "Management Fee") equal to six
percent (6%) of the "Gross Revenue" derived from or connected with the Property
so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the same as
income) of Owner (whether or not received by U-Haul on behalf or for the account
of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto. Each property manager agrees that
its monthly Management Fee shall be


                                       5

subordinate to that month's principal balance and interest payment on any first
lien position mortgage loan on the Property.

         It is understood and agreed that the Management Fee will not be reduced
by the cost to Owner of those employees and independent contractors engaged by
or for Owner, including but not limited to the categories of personnel
specifically referred to in Section 2(d). Except as provided in this Section 4,
it is further understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the performance by it of
its duties under this Agreement.

         (B) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee
described above, U-Haul shall be entitled to reimbursement from Owner, on a
monthly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in
connection with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5. Use of Trademarks, Service Marks and Related Items.

         Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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

6. Termination.

         Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including
the loss of use thereof following any damage, injury or destruction), arising
from any cause or matter whatsoever except to the extent attributable to the
willful misconduct or gross negligence on the part of the Indemnified Persons.

8. Assignment.

         This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. 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, Owner's rights
hereunder will be enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless Owner shall expressly agree
thereto in writing.


                                       7

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 shall be 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 any party hereto to engage attorneys
to institute legal action for the purpose of enforcing their respective 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).


                                       8

15. Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

16. Scope of Property Manager Responsibility.

         The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property for
which such property manager is managing located in the domicile state of such
property manager, as more specifically described on Exhibit A hereto, 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.

[Rest of page intentionally left blank]


                                       9

         IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first above written.

"Owner"

Nineteen SAC Self-Storage Limited Partnership,
a Nevada limited partnership

      Nineteen SAC Self-Storage GP Corporation,
      Its General Partner

            By: _________________________________
                  Mark V. Shoen, President

[Signature of U-Haul on next page]


                                       10

"U-Haul"

U-Haul Co. of New York

By: ___________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of  Alaska

By: ___________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Texas

By: ___________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Michigan

By: ___________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Maryland

By: ___________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Pennsylvania

By: ___________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of North Carolina

By: ___________________________
      Gary V. Klinefelter, Secretary


                                       11

U-Haul Co. of  Washington

By: ___________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Florida

By: ___________________________
      George R. Olds, Secretary


U-Haul Co. of North Dakota

By: ___________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Illinois

By: ___________________________
Gary V. Klinefelter, Secretary


                                       12

                                    Exhibit A

                         List of Properties and Managers


                                                                                      
701038    U-HAUL CENTER BELLINGHAM           4549 MERIDIAN            BELLINGHAM      WA      98226       U-Haul Co. of Washington
725041    U-HAUL CENTER BISMARCK             1453 INTERSTATE  LOOP    BISMARCK        ND      58503      U-Haul Co. of North Dakota
752023    U-HAUL TEL-WICK                    8901 TELEGRAPH RD        TAYLOR          MI      48180        U-Haul Co. of Michigan
803079    U-HAUL KINGS BRIDGE                230 WEST 230 STREET      BRONX           NY      10463        U-Haul Co. of New York
884006    U-HAUL STORAGE MENANDS             40 SIMMONS LANE          MENANDS         NY      12204        U-Haul Co. of New York

741045    U-HAUL CENTER NORTH PLANO          2555 KATHRYN LN          PLANO           TX      75025          U-Haul Co. of Texas
757023    U-HAUL CENTER BOLINGBROOK          240 N FRONTAGE RD        BOLINGBROOK     IL      60440        U-Haul Co. of Illinois
786023    U-HAUL CENTER TOWN & COUNTRY\WEST  SWC OF WATTERS AVE. AND
          WATERS                             FLORIDA MINING           TAMPA           FL      33634         U-Haul Co. of Florida
786055    U-HAUL CTR  WESTCHASE              11401 W HILLSBORO AVE    TAMPA           FL      33635         U-Haul Co. of Florida
810036    U-HAUL CENTER EASTON               2413 NAZERETH RD         EASTON          PA      18045      U-Haul Co. of Pennsylvania
818025    U-HAUL CENTER SNOUFFER SCHOOL RD   8501 SNOUFFER SCHOOL RD  GAITHERSBURG    MD      20879        U-Haul Co. of Maryland
818037    U-HAUL CTR SOUTH CAPITOL
          STREET(Phase 1)                    1501 S CAPITOL ST SW     WASHINGTON      DC      20003        U-Haul Co. of Maryland
882072    U-HAUL STORAGE COMMERCIAL AVENUE   5505 COMMERCIAL AVENUE   RALEIGH         NC      27612     U-Haul Co. of North Carolina
884062    U-HAUL OF CENTER CITY II           1135 WASHINGTON AVE      PHILADELPHIA    PA      19147      U-Haul Co. of Pennsylvania
884064    U-HAUL STORAGE ROANOKE             6297 MESA BUTTE CT       ROANOKE         TX      76262          U-Haul Co. of Texas
884070    U-HAUL STORAGE SOLDOTNA            TRACT 3 HAYWOOD HILL
                                             SUBDIVISION              SOLDOTNA        AK      99669         U-Haul Co. of Alaska
884072    U-HAUL CENTER WEKIVA               1221 E SEMORAN BLVD      APOPKA          FL      32703         U-Haul Co. of Florida
884090    U-HAUL STORAGE MIDDLEHOPE          5336 RTE 9 WEST          NEWBURGH        NY      12550        U-Haul Co. of New York



                                       13

EX-10.37

                                                                EXHIBIT 10.37

                          PROPERTY MANAGEMENT AGREEMENT

         THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into
as of December 31, 2001 among Twenty 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 Exhibit
A attached hereto and incorporated herein by reference (each such property
manager is respectively referred to herein as "U-Haul").

                                    RECITALS

         A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

         B. Owner intends that the Property be rented on a space-by-space retail
basis to corporations, partnerships, individuals and/or other entities for use
as self-storage facilities.

         C. Owner desires that U-Haul manage the Property and U-Haul desires to
act as the property manager for the Property, all in accordance with the terms
and conditions of this Agreement and as more specifically designated on Exhibit
A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

         (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties


                                       1

hereto (or any of them) partners or joint venturors, nor (except as expressly
otherwise provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below. Throughout the Term of this Agreement, U-Haul shall
operate the Property under the "U-Haul" (R) name.

         (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

         (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective leases.

         (d) PERSONNEL. U-Haul shall select all vendors, suppliers, contractors,
subcontractors and employees with respect to the Property and shall hire,
discharge and


                                       2

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.

         (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner,
all licenses and permits required or advisable (in the sole judgment of U-Haul)
in connection with the management and operation of the Property.

         (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

         (i) [Reserved].

         (j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts payable
with respect to the Property and shall be responsible for establishing policies
and procedures to minimize the amount of bad debts.


                                       3

         (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and
in the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

         (l) INSURANCE. U-Haul shall use its best efforts to assure that there
is obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

         (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

         (n) [RESERVED].

         (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

         (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be remitted by U-Haul (or its parent company) on a daily basis to
a bank account maintained by UBS Warburg Real Estate Investments Inc. ("Lender")
(or an affiliate thereof) and the funds therein shall be applied in the manner
specified in that Cash Management Agreement dated the date hereof among Owner,
U-Haul and Lender. U-Haul shall maintain such records and systems as are
necessary or appropriate to enable U-Haul to clearly identify the amount of
Gross Revenue generated by each Property on a daily basis.

3. Duties of Owner.

         Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement. Throughout
the term hereof, Owner shall not permit the Property to be operated under any
name other than "U-Haul" (R).

4. Compensation of U-Haul.

         (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
for the services herein provided a fee (the "Management Fee") equal to six
percent (6%) of the "Gross Revenue" derived from or connected with the Property
so managed by U-Haul hereunder. U-Haul shall not offset or reduce the amount of
the Management Fee payable to it at any time hereunder in exchange for a
reduction in the amount rent due from U-Haul to Owner pursuant to any lease
agreement between U-Haul and Owner. The term "Gross Revenue" shall mean all
receipts (excluding security deposits unless and until Owner recognizes the same
as income) of Owner (whether or not received by U-Haul on behalf or for the
account of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto.  Each property manager


                                       5

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.

         It is understood and agreed that the Management Fee will not be reduced
by the cost to Owner of those employees and independent contractors engaged by
or for Owner, including but not limited to the categories of personnel
specifically referred to in Section 2(d). Except as provided in this Section 4,
it is further understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the performance by it of
its duties under this Agreement.

         (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management
Fee described above, U-Haul shall be entitled to reimbursement from Owner, on a
quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in
connection with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5. Use of Trademarks, Service Marks and Related Items.

         Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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

6. Termination.

         Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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.

         Owner hereby agrees to indemnify and hold each of U-Haul, all persons
and companies affiliated with U-Haul, and all officers, shareholders, directors,
employees and agents of U-Haul and of any affiliated companies or persons
(collectively, the "Indemnified Persons") harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims in
connection with the management of the Property (including the loss of use
thereof following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of the
Indemnified Persons. In addition, no Indemnified Person shall be liable for any
error of judgment or for any mistake of fact or law, or for anything which it
may do or refrain from doing hereafter, except in cases of willful misconduct or
gross negligence. U-Haul hereby agrees to indemnify and hold Owner harmless from
any and all costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property arising
from the willful misconduct of, gross negligence of, or breach of this Agreement
by the Indemnified Persons. In addition, U-Haul shall not be liable to Owner for
the acts or omissions of U-Haul's officers, shareholders, directors, employees,
and agents except for U-Haul's own gross negligence or willful misconduct.

8. Assignment.

         This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. U-Haul shall have the right to assign this Agreement to an
affiliate or a wholly or


                                       7

majority owned subsidiary; provided, however, any such assignee must assume all
obligations of U-Haul hereunder, Owner's rights hereunder will be enforceable
against any such assignee and U-Haul shall not be released from its liabilities
hereunder unless 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 shall be 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.


                                       8

14. Attorneys' Fees.

         If it shall become necessary for any party hereto to engage attorneys
to institute legal action for the purpose of enforcing their respective rights
hereunder or for the purpose of defending legal action brought by the other
party hereto, the party or parties prevailing in such litigation shall be
entitled to receive all costs, expenses and fees (including reasonable
attorneys' fees) incurred by it in such litigation (including appeals).

15. Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

16. Scope of Property Manager Responsibility.

         The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property for
which such property manager is managing located in the domicile state of such
property manager, as more specifically described on Exhibit A hereto, 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.

[Rest of page intentionally left blank]


                                       9

         IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first above written.

"Owner":
 -----
Twenty SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________

Its: _______________________________


                                       10

"U-Haul":
 ------

U-Haul Co. of Arizona, Inc.

By: _______________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of California,  Inc.

By: _______________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of Georgia, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


U-Haul Co. of New Jersey, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Oregon, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Rhode Island, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


                                       11

U-Haul Co. of Texas, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.

By: ________________________________
      Gary V. Klinefelter, Secretary


                                       12

                                    Exhibit A
                                                     
700026   U-HAUL CTR OF BEND         BEND              OR         97701
717068   U-HAUL LEMON GROVE         LEMON GROVE       CA         91945
723082   U-HAUL MAIN & LINDSAY      MESA              AZ         85203
744080   U-HAUL SAN PEDRO           SAN ANTONIO       TX         78212
776053   U-HAUL CT PETERS ST        ATLANTA EAST      GA         30313
796058   U-HAUL CTR WARWICK         WARWICK           RI         02886
813020   U-HAUL CENTER ROUTE 37     TOMS RIVER        NJ         08753
825067   U-HAUL AIRLINE CTR         PORTSMOUTH        VA         23701
836044   U-HAUL CENTER ARLINGTON    ARLINGTON         TX         76012



                                       13

EX-10.38

                                                                 EXHIBIT 10.38


                          PROPERTY MANAGEMENT AGREEMENT

            THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
      into as of December 31, 2001 among Twenty-One 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 Exhibit A attached hereto and incorporated herein
      by reference (each such property manager is respectively referred to
      herein as "U-Haul").

                                    RECITALS

            A. Owner owns the real property and self-storage related
      improvements thereon located at the street addresses identified on Exhibit
      A hereto (hereinafter, collectively the "Property").

            B. Owner intends that the Property be rented on a space-by-space
      retail basis to corporations, partnerships, individuals and/or other
      entities for use as self-storage facilities.

            C. Owner desires that U-Haul manage the Property and U-Haul desires
      to act as the property manager for the Property, all in accordance with
      the terms and conditions of this Agreement and as more specifically
      designated on Exhibit A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
      contained, Owner and U-Haul hereby agree as follows.

      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, and/or U-Haul affiliates, is in
      the business of managing self-storage facilities, both for its own account
      and for the account of others. It is hereby expressly agreed that
      notwithstanding this Agreement, U-Haul and such affiliates may continue to
      engage in such activities, may manage facilities other than those
      presently managed by U-Haul and its affiliates (whether or not such other
      facilities may be in direct or indirect competition with Owner) and may in
      the future engage in other business which may compete directly or
      indirectly with activities of Owner.

            (c) In the performance of their respective duties under this
      Agreement, each U-Haul property manager shall occupy the position of an
      independent contractor with respect to Owner. Nothing contained herein
      shall be construed as making the parties

                                       1

      hereto (or any of them) partners or joint venturors, nor (except as
      expressly otherwise provided for herein) construed as making U-Haul an
      agent or employee of Owner or of any other U-Haul property manager
      hereunder.

      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, to execute such documents and instruments as, in the sole judgment
      of U-Haul, are reasonably necessary or advisable under the circumstances
      in order to fulfill U-Haul's duties hereunder. Such duties and authority
      shall include, without limitation, those set forth below. Throughout the
      Term of this Agreement, U-Haul shall operate the Property under the
      "U-Haul"(R) name.

            (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
      procedures for the marketing activities for the Property, and may
      advertise the Property through such media as U-Haul deems advisable,
      including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants
      and to collect rent from such tenants. U-Haul may jointly advertise the
      Property with other properties owned or managed by U-Haul, and in that
      event, U-Haul shall reasonably allocate the cost of such advertising among
      such properties.

            (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
      execute, supervise and have control over the making and executing of all
      decisions concerning the acquisition of furniture, fixtures and supplies
      for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on
      behalf of Owner, negotiate and contract for and supervise the installation
      of all capital improvements related to the Property; provided, however,
      that U-Haul agrees to secure the prior written approval of Owner on all
      such 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 emergency-related expenditures are necessary to protect the
      Property from damage or to maintain services to the tenants as called for
      in their respective leases.

            (d) PERSONNEL. U-Haul shall select all vendors, suppliers,
      contractors, subcontractors and employees with respect to the Property and
      shall hire, discharge and

                                       2

      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.

            (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
      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
      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 Owner, all licenses and permits required or
      advisable (in the sole judgment of U-Haul) in connection with the
      management and operation of the Property.

            (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 such other location as U-Haul shall determine, and
      shall be available and open to examination and audit quarterly by Owner,
      its representatives, any mortgagee of the Property, and such 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, a
      monthly statement of receipts, expenses and charges, together with a
      statement of the disbursements made by U-Haul during such period on
      Owner's behalf.

            (i) [Reserved].

            (j) COLLECTION. U-Haul shall be responsible for the billing and
      collection of all accounts receivable and for payment of all accounts
      payable with respect to the Property and shall be responsible for
      establishing policies and procedures to minimize the amount of bad debts.

                                       3

            (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
      and in the name of Owner, any and all legal actions or proceedings U-Haul
      deems necessary or advisable to collect charges, rent or other income due
      to Owner with respect to the Property and 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.

            (l) INSURANCE. U-Haul shall use its best efforts to assure that
      there is obtained and maintained in force, fire, comprehensive liability
      and other insurance policies in amounts generally carried with respect to
      similar facilities. U-Haul may in its discretion obtain employee theft or
      similar insurance in amounts and with such deductibles as U-Haul deems
      appropriate. U-Haul shall promptly provide Owner with such certificates of
      insurance as Owner may reasonably request in writing, evidencing such
      insurance coverage.

            (m) TAXES. During the term of this Agreement, U-Haul shall pay from
      Owner's funds, prior to delinquency, all real estate taxes, personal
      property taxes, and all other taxes assessed to, or levied upon, the
      Property. If required by the holder of any note secured by the Property,
      U-Haul will set aside, from Owner's funds, a reserve from each month's
      rent and other income collected, in an amount required by said holder for
      purposes of payment of real property taxes.

            (n) [RESERVED].

            (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 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 a term of
      one year and are not terminable on thirty day's notice at the will of
      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. Owner acknowledges that certain economies may
      be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such
      materials, supplies, insurance and/or services in its own name and charge
      Owner a pro rata allocable share of the cost of the foregoing; provided,
      however, that the pro rata cost of such purchase to Owner shall not result
      in expenses greater than would otherwise be incurred at competitive prices
      and terms available in the area where the

                                       4

      Property is located; and provided further, U-Haul shall give Owner access
      to records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
      defined) shall be remitted by U-Haul (or its parent company) on a daily
      basis to a bank account maintained by UBS Warburg Real Estate Investments
      Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be
      applied in the manner specified in that Cash Management Agreement dated
      the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such
      records and systems as are necessary or appropriate to enable U-Haul to
      clearly identify the amount of Gross Revenue generated by each Property on
      a daily basis.

      3. Duties of Owner.

            Owner hereby agrees to cooperate with U-Haul in the performance of
      U-Haul's duties under this Agreement and to that end, upon the request of
      U-Haul, to provide, at such rental charges, if any, as are deemed
      appropriate, reasonable office space for U-Haul employees on the premises
      of the Property and to give U-Haul access to all files, books and records
      of Owner relevant to the Property. Owner shall not unreasonably withhold
      or delay any consent or authorization to U-Haul required or appropriate
      under this Agreement. Throughout the term hereof, Owner shall not permit
      the Property to be operated under any name other than "U-Haul"(R).

      4. Compensation of U-Haul.

            (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
      for the services herein provided a fee (the "Management Fee") equal to six
      percent (6%) of the "Gross Revenue" derived from or connected with the
      Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce
      the amount of the Management Fee payable to it at any time hereunder in
      exchange for a reduction in the amount rent due from U-Haul to Owner
      pursuant to any lease agreement between U-Haul and Owner. The term "Gross
      Revenue" shall mean all receipts (excluding security deposits unless and
      until Owner recognizes the same as income) of Owner (whether or not
      received by U-Haul on behalf or for the account of 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 shall be
      paid promptly at the end of each calendar quarter and shall be calculated
      on the basis of the "Gross Revenue" of such preceding quarter. The
      Management Fee shall be paid to each U-Haul property manager herein
      identified based on the Gross Revenue of each respective Property for
      which such property manager is responsible as set forth on Exhibit A
      hereto. Each property manager

                                       5

      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.

            It is understood and agreed that the Management Fee will not be
      reduced by the cost to Owner of those employees and independent
      contractors engaged by or for Owner, including but not limited to the
      categories of personnel specifically referred to in Section 2(d). Except
      as provided in this Section 4, it is further understood and agreed that
      U-Haul shall not be entitled to additional compensation of any kind in
      connection with the performance by it of its duties under this Agreement.

            (B) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management
      Fee described above, U-Haul shall be entitled to reimbursement from Owner,
      on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul
      hereunder in connection with the management and operation of the Property,
      including, without limitation, taxes, insurance, operational expenses,
      overhead, litigation and dispute resolution related expenses, capital
      improvement expenses, and costs of sales.

      5. Use of Trademarks, Service Marks and Related Items.

            Owner acknowledges the significant value of the "U-Haul" name in the
      operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this
      agreement at any time for any reason, all such use by and for the benefit
      of 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 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

      6. Termination.

            Owner or U-Haul may terminate this Agreement with or without cause
      by giving not less than thirty days' written notice to the other party
      pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul
      any amounts owed under this Agreement when due, U-Haul may terminate this
      Agreement by giving Owner not less than ten days written notice pursuant
      to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall
      not resign as property manager of the Property until a nationally
      recognized and reputable successor property manager is available and
      prepared to assume property management responsibilities with respect to
      the Property in question 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.

            Owner hereby agrees to indemnify and hold each of U-Haul, all
      persons and companies affiliated with U-Haul, and all officers,
      shareholders, directors, employees and agents of U-Haul and of any
      affiliated companies or persons (collectively, the "Indemnified Persons")
      harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages, and claims in connection with the
      management of the Property (including the loss of use thereof following
      any damage, injury or destruction), arising from any cause except for the
      willful misconduct or gross negligence on the part of the Indemnified
      Persons. In addition, no Indemnified Person shall be liable for any error
      of judgment or for any mistake of fact or law, or for anything which it
      may do or refrain from doing hereafter, except in cases of willful
      misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold
      Owner harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages and claims in connection with the
      management of the Property arising from the willful misconduct of, gross
      negligence of, or breach of this Agreement by the Indemnified Persons. In
      addition, U-Haul shall not be liable to Owner for the acts or omissions of
      U-Haul's officers, shareholders, directors, employees, and agents except
      for U-Haul's own gross negligence or willful misconduct.

      8. Assignment.

            This Agreement may be assigned by Owner in connection with any
      mortgage loan on the Property, whether pursuant to a conditional or
      unconditional, absolute assignment. U-Haul shall have the right to assign
      this Agreement to an affiliate or a wholly or

                                       7

      majority owned subsidiary; provided, however, any such assignee must
      assume all obligations of U-Haul hereunder, Owner's rights hereunder will
      be enforceable against any such assignee and U-Haul shall not be released
      from its liabilities hereunder unless 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 shall be 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.

                                       8

      14. Attorneys' Fees.

            If it shall become necessary for any party hereto to engage
      attorneys to institute legal action for the purpose of enforcing their
      respective rights hereunder or for the purpose of defending legal action
      brought by the other party hereto, the party or parties prevailing in such
      litigation shall be entitled to receive all costs, expenses and fees
      (including reasonable attorneys' fees) incurred by it in such litigation
      (including appeals).

      15. Counterparts.

            This Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      16. Scope of Property Manager Responsibility.

            The duties, obligations and liability of each property manager
      identified herein shall extend only so far as to relate to the Property
      for which such property manager is managing located in the domicile state
      of such property manager, as more specifically described on Exhibit A
      hereto, 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.

      [Rest of page intentionally left blank]

                                       9

            IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
      the date first above written.

"Owner":

Twenty-One SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________

Its: ______________________________


                                       10

"U-Haul"

U-Haul Co. of Arizona, Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of California,  Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Michigan, Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Ohio, Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Tennessee, Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.

By: ________________________________
    Gary V. Klinefelter, Secretary

                                       11

                                    Exhibit A
                                                                  
  707075 U-HAUL CTR THORNTON            FREMONT                   CA       94536
  708078 U-HAUL CTR BELMONT             BELMONT                   CA       94002
  712032 U-HAUL CENTER DOWNTOWN         LOS ANGELES               CA       90006
  721058 U-HAUL 51ST & GLENDALE         GLENDALE                  AZ       85301
  744068 U-HAUL AUSTIN HWY              SAN ANTONIO               TX       78218
  752069 U-HAUL CAROUSEL MALL           INKSTER                   MI       48141
  770054 U-HAUL CTR METRO               DAYTON                    OH       45403
  772061 U-HAUL HENDERSONVILLE          HENDERSONVILLE            TN       37075
  835081 U-HAUL NORTHWEST               DALLAS                    TX       75220



                                       12

EX-10.39

                                                                 EXHIBIT 10.39

                          PROPERTY MANAGEMENT AGREEMENT

            THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
      into as of December 31, 2001 among Twenty-Two SAC Self-Storage
      Corporation, a Nevada corporation, with its principal place of business at
      715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property
      managers identified on Exhibit A attached hereto and incorporated herein
      by reference (each such property manager is respectively referred to
      herein as "U-Haul").

                                    RECITALS

            A. Owner owns the real property and self-storage related
      improvements thereon located at the street addresses identified on Exhibit
      A hereto (hereinafter, collectively the "Property").

            B. Owner intends that the Property be rented on a space-by-space
      retail basis to corporations, partnerships, individuals and/or other
      entities for use as self-storage facilities.

            C. Owner desires that U-Haul manage the Property and U-Haul desires
      to act as the property manager for the Property, all in accordance with
      the terms and conditions of this Agreement and as more specifically
      designated on Exhibit A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
      contained, Owner and U-Haul hereby agree as follows.

      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, and/or U-Haul affiliates, is in
      the business of managing self-storage facilities, both for its own account
      and for the account of others. It is hereby expressly agreed that
      notwithstanding this Agreement, U-Haul and such affiliates may continue to
      engage in such activities, may manage facilities other than those
      presently managed by U-Haul and its affiliates (whether or not such other
      facilities may be in direct or indirect competition with Owner) and may in
      the future engage in other business which may compete directly or
      indirectly with activities of Owner.

            (c) In the performance of their respective duties under this
      Agreement, each U-Haul property manager shall occupy the position of an
      independent contractor with respect to Owner. Nothing contained herein
      shall be construed as making the parties

                                       1

      hereto (or any of them) partners or joint venturors, nor (except as
      expressly otherwise provided for herein) construed as making U-Haul an
      agent or employee of Owner or of any other U-Haul property manager
      hereunder.

      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, to execute such documents and instruments as, in the sole judgment
      of U-Haul, are reasonably necessary or advisable under the circumstances
      in order to fulfill U-Haul's duties hereunder. Such duties and authority
      shall include, without limitation, those set forth below. Throughout the
      Term of this Agreement, U-Haul shall operate the Property under the
      "U-Haul" (R) name.

            (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
      procedures for the marketing activities for the Property, and may
      advertise the Property through such media as U-Haul deems advisable,
      including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants
      and to collect rent from such tenants. U-Haul may jointly advertise the
      Property with other properties owned or managed by U-Haul, and in that
      event, U-Haul shall reasonably allocate the cost of such advertising among
      such properties.

            (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
      execute, supervise and have control over the making and executing of all
      decisions concerning the acquisition of furniture, fixtures and supplies
      for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on
      behalf of Owner, negotiate and contract for and supervise the installation
      of all capital improvements related to the Property; provided, however,
      that U-Haul agrees to secure the prior written approval of Owner on all
      such 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 emergency-related expenditures are necessary to protect the
      Property from damage or to maintain services to the tenants as called for
      in their respective leases.

            (d) PERSONNEL. U-Haul shall select all vendors, suppliers,
      contractors, subcontractors and employees with respect to the Property and
      shall hire, discharge and

                                       2

      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.

            (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
      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
      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 Owner, all licenses and permits required or
      advisable (in the sole judgment of U-Haul) in connection with the
      management and operation of the Property.

            (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 such other location as U-Haul shall determine, and
      shall be available and open to examination and audit quarterly by Owner,
      its representatives, any mortgagee of the Property, and such 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, a
      monthly statement of receipts, expenses and charges, together with a
      statement of the disbursements made by U-Haul during such period on
      Owner's behalf.

            (i) [Reserved].

            (j) COLLECTION. U-Haul shall be responsible for the billing and
      collection of all accounts receivable and for payment of all accounts
      payable with respect to the Property and shall be responsible for
      establishing policies and procedures to minimize the amount of bad debts.

                                       3

            (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
      and in the name of Owner, any and all legal actions or proceedings U-Haul
      deems necessary or advisable to collect charges, rent or other income due
      to Owner with respect to the Property and 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.

            (l) INSURANCE. U-Haul shall use its best efforts to assure that
      there is obtained and maintained in force, fire, comprehensive liability
      and other insurance policies in amounts generally carried with respect to
      similar facilities. U-Haul may in its discretion obtain employee theft or
      similar insurance in amounts and with such deductibles as U-Haul deems
      appropriate. U-Haul shall promptly provide Owner with such certificates of
      insurance as Owner may reasonably request in writing, evidencing such
      insurance coverage.

            (m) TAXES. During the term of this Agreement, U-Haul shall pay from
      Owner's funds, prior to delinquency, all real estate taxes, personal
      property taxes, and all other taxes assessed to, or levied upon, the
      Property. If required by the holder of any note secured by the Property,
      U-Haul will set aside, from Owner's funds, a reserve from each month's
      rent and other income collected, in an amount required by said holder for
      purposes of payment of real property taxes.

            (n) [RESERVED].

            (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 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 a term of
      one year and are not terminable on thirty day's notice at the will of
      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. Owner acknowledges that certain economies may
      be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such
      materials, supplies, insurance and/or services in its own name and charge
      Owner a pro rata allocable share of the cost of the foregoing; provided,
      however, that the pro rata cost of such purchase to Owner shall not result
      in expenses greater than would otherwise be incurred at competitive prices
      and terms available in the area where the

                                       4

      Property is located; and provided further, U-Haul shall give Owner access
      to records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
      defined) shall be remitted by U-Haul (or its parent company) on a daily
      basis to a bank account maintained by UBS Warburg Real Estate Investments
      Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be
      applied in the manner specified in that Cash Management Agreement dated
      the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such
      records and systems as are necessary or appropriate to enable U-Haul to
      clearly identify the amount of Gross Revenue generated by each Property on
      a daily basis.

      3. Duties of Owner.

            Owner hereby agrees to cooperate with U-Haul in the performance of
      U-Haul's duties under this Agreement and to that end, upon the request of
      U-Haul, to provide, at such rental charges, if any, as are deemed
      appropriate, reasonable office space for U-Haul employees on the premises
      of the Property and to give U-Haul access to all files, books and records
      of Owner relevant to the Property. Owner shall not unreasonably withhold
      or delay any consent or authorization to U-Haul required or appropriate
      under this Agreement. Throughout the term hereof, Owner shall not permit
      the Property to be operated under any name other than "U-Haul" (R).

      4. Compensation of U-Haul.

            (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
      for the services herein provided a fee (the "Management Fee") equal to six
      percent (6%) of the "Gross Revenue" derived from or connected with the
      Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce
      the amount of the Management Fee payable to it at any time hereunder in
      exchange for a reduction in the amount rent due from U-Haul to Owner
      pursuant to any lease agreement between U-Haul and Owner. The term "Gross
      Revenue" shall mean all receipts (excluding security deposits unless and
      until Owner recognizes the same as income) of Owner (whether or not
      received by U-Haul on behalf or for the account of 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 shall be
      paid promptly at the end of each calendar quarter and shall be calculated
      on the basis of the "Gross Revenue" of such preceding quarter. The
      Management Fee shall be paid to each U-Haul property manager herein
      identified based on the Gross Revenue of each respective Property for
      which such property manager is responsible as set forth on Exhibit A
      hereto. Each property manager

                                       5

      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.

            It is understood and agreed that the Management Fee will not be
      reduced by the cost to Owner of those employees and independent
      contractors engaged by or for Owner, including but not limited to the
      categories of personnel specifically referred to in Section 2(d). Except
      as provided in this Section 4, it is further understood and agreed that
      U-Haul shall not be entitled to additional compensation of any kind in
      connection with the performance by it of its duties under this Agreement.

            (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management
      Fee described above, U-Haul shall be entitled to reimbursement from Owner,
      on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul
      hereunder in connection with the management and operation of the Property,
      including, without limitation, taxes, insurance, operational expenses,
      overhead, litigation and dispute resolution related expenses, capital
      improvement expenses, and costs of sales.

      5. Use of Trademarks, Service Marks and Related Items.

            Owner acknowledges the significant value of the "U-Haul" name in the
      operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this
      agreement at any time for any reason, all such use by and for the benefit
      of 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 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

      6. Termination.

            Owner or U-Haul may terminate this Agreement with or without cause
      by giving not less than thirty days' written notice to the other party
      pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul
      any amounts owed under this Agreement when due, U-Haul may terminate this
      Agreement by giving Owner not less than ten days written notice pursuant
      to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall
      not resign as property manager of the Property until a nationally
      recognized and reputable successor property manager is available and
      prepared to assume property management responsibilities with respect to
      the Property in question 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.

            Owner hereby agrees to indemnify and hold each of U-Haul, all
      persons and companies affiliated with U-Haul, and all officers,
      shareholders, directors, employees and agents of U-Haul and of any
      affiliated companies or persons (collectively, the "Indemnified Persons")
      harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages, and claims in connection with the
      management of the Property (including the loss of use thereof following
      any damage, injury or destruction), arising from any cause except for the
      willful misconduct or gross negligence on the part of the Indemnified
      Persons. In addition, no Indemnified Person shall be liable for any error
      of judgment or for any mistake of fact or law, or for anything which it
      may do or refrain from doing hereafter, except in cases of willful
      misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold
      Owner harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages and claims in connection with the
      management of the Property arising from the willful misconduct of, gross
      negligence of, or breach of this Agreement by the Indemnified Persons. In
      addition, U-Haul shall not be liable to Owner for the acts or omissions of
      U-Haul's officers, shareholders, directors, employees, and agents except
      for U-Haul's own gross negligence or willful misconduct.

      8. Assignment.

            This Agreement may be assigned by Owner in connection with any
      mortgage loan on the Property, whether pursuant to a conditional or
      unconditional, absolute assignment. U-Haul shall have the right to assign
      this Agreement to an affiliate or a wholly or

                                       7

      majority owned subsidiary; provided, however, any such assignee must
      assume all obligations of U-Haul hereunder, Owner's rights hereunder will
      be enforceable against any such assignee and U-Haul shall not be released
      from its liabilities hereunder unless 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 shall be 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.

                                       8

      14. Attorneys' Fees.

            If it shall become necessary for any party hereto to engage
      attorneys to institute legal action for the purpose of enforcing their
      respective rights hereunder or for the purpose of defending legal action
      brought by the other party hereto, the party or parties prevailing in such
      litigation shall be entitled to receive all costs, expenses and fees
      (including reasonable attorneys' fees) incurred by it in such litigation
      (including appeals).

      15. Counterparts.

            This Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      16. Scope of Property Manager Responsibility.

            The duties, obligations and liability of each property manager
      identified herein shall extend only so far as to relate to the Property
      for which such property manager is managing located in the domicile state
      of such property manager, as more specifically described on Exhibit A
      hereto, 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.

      [Rest of page intentionally left blank]

                                       9

            IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
      the date first above written.

"Owner":

Twenty-Two SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________

Its: ______________________________

                                       10

"U-Haul"

U-Haul Co. of Arizona, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Kansas,  Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Massachusetts, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Maine, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Michigan, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

                                       11

U-Haul Co. of Texas, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

                                       12

                                    Exhibit A

                                                            
      734024 U-HAUL STATE AVE          KANSAS CITY      KS           66102
      747069 U-HAUL CAUSEWAY BLV       METAIRIE         LA           70002
      751022 U-HAUL JOLLY CEDAR        LANSING          MI           48910
      790066 U-HAUL CTR RT 295         PORTLAND         ME           04101
      791023 U-HAUL SPRINGFIELD        SPRINGFIELD      MA           01101
      795028 U-HAUL CENTER OF
             MANASSAS PARK             MANASSAS PARK    VA           20111
      828059 U-HAUL CTR ORACLE         TUCSON           AZ           85705
      828068 U-HAUL W INA RD           TUCSON           AZ           85741
      836033 WESTCREEK VILLAGE U-HAUL  FORT WORTH       TX           76133
             CTR



                                       13

EX-10.40

                                                                 EXHIBIT 10.40

                          PROPERTY MANAGEMENT AGREEMENT

            THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
      into as of December 31, 2001 among Twenty-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 Exhibit A attached hereto and incorporated herein
      by reference (each such property manager is respectively referred to
      herein as "U-Haul").

                                    RECITALS

            A. Owner owns the real property and self-storage related
      improvements thereon located at the street addresses identified on Exhibit
      A hereto (hereinafter, collectively the "Property").

            B. Owner intends that the Property be rented on a space-by-space
      retail basis to corporations, partnerships, individuals and/or other
      entities for use as self-storage facilities.

            C. Owner desires that U-Haul manage the Property and U-Haul desires
      to act as the property manager for the Property, all in accordance with
      the terms and conditions of this Agreement and as more specifically
      designated on Exhibit A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
      contained, Owner and U-Haul hereby agree as follows.

      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, and/or U-Haul affiliates, is in
      the business of managing self-storage facilities, both for its own account
      and for the account of others. It is hereby expressly agreed that
      notwithstanding this Agreement, U-Haul and such affiliates may continue to
      engage in such activities, may manage facilities other than those
      presently managed by U-Haul and its affiliates (whether or not such other
      facilities may be in direct or indirect competition with Owner) and may in
      the future engage in other business which may compete directly or
      indirectly with activities of Owner.

            (c) In the performance of their respective duties under this
      Agreement, each U-Haul property manager shall occupy the position of an
      independent contractor with respect to Owner. Nothing contained herein
      shall be construed as making the parties

                                       1

      hereto (or any of them) partners or joint venturors, nor (except as
      expressly otherwise provided for herein) construed as making U-Haul an
      agent or employee of Owner or of any other U-Haul property manager
      hereunder.

      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, to execute such documents and instruments as, in the sole judgment
      of U-Haul, are reasonably necessary or advisable under the circumstances
      in order to fulfill U-Haul's duties hereunder. Such duties and authority
      shall include, without limitation, those set forth below. Throughout the
      Term of this Agreement, U-Haul shall operate the Property under the
      "U-Haul" (R) name.

            (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
      procedures for the marketing activities for the Property, and may
      advertise the Property through such media as U-Haul deems advisable,
      including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants
      and to collect rent from such tenants. U-Haul may jointly advertise the
      Property with other properties owned or managed by U-Haul, and in that
      event, U-Haul shall reasonably allocate the cost of such advertising among
      such properties.

            (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
      execute, supervise and have control over the making and executing of all
      decisions concerning the acquisition of furniture, fixtures and supplies
      for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on
      behalf of Owner, negotiate and contract for and supervise the installation
      of all capital improvements related to the Property; provided, however,
      that U-Haul agrees to secure the prior written approval of Owner on all
      such 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 emergency-related expenditures are necessary to protect the
      Property from damage or to maintain services to the tenants as called for
      in their respective leases.

            (d) PERSONNEL. U-Haul shall select all vendors, suppliers,
      contractors, subcontractors and employees with respect to the Property and
      shall hire, discharge and

                                       2

      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.

            (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
      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
      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 Owner, all licenses and permits required or
      advisable (in the sole judgment of U-Haul) in connection with the
      management and operation of the Property.

            (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 such other location as U-Haul shall determine, and
      shall be available and open to examination and audit quarterly by Owner,
      its representatives, any mortgagee of the Property, and such 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, a
      monthly statement of receipts, expenses and charges, together with a
      statement of the disbursements made by U-Haul during such period on
      Owner's behalf.

            (i) [Reserved].

            (j) COLLECTION. U-Haul shall be responsible for the billing and
      collection of all accounts receivable and for payment of all accounts
      payable with respect to the Property and shall be responsible for
      establishing policies and procedures to minimize the amount of bad debts.

                                       3

            (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
      and in the name of Owner, any and all legal actions or proceedings U-Haul
      deems necessary or advisable to collect charges, rent or other income due
      to Owner with respect to the Property and 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.

            (l) INSURANCE. U-Haul shall use its best efforts to assure that
      there is obtained and maintained in force, fire, comprehensive liability
      and other insurance policies in amounts generally carried with respect to
      similar facilities. U-Haul may in its discretion obtain employee theft or
      similar insurance in amounts and with such deductibles as U-Haul deems
      appropriate. U-Haul shall promptly provide Owner with such certificates of
      insurance as Owner may reasonably request in writing, evidencing such
      insurance coverage.

            (m) TAXES. During the term of this Agreement, U-Haul shall pay from
      Owner's funds, prior to delinquency, all real estate taxes, personal
      property taxes, and all other taxes assessed to, or levied upon, the
      Property. If required by the holder of any note secured by the Property,
      U-Haul will set aside, from Owner's funds, a reserve from each month's
      rent and other income collected, in an amount required by said holder for
      purposes of payment of real property taxes.

            (n) [RESERVED].

            (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 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 a term of
      one year and are not terminable on thirty day's notice at the will of
      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. Owner acknowledges that certain economies may
      be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such
      materials, supplies, insurance and/or services in its own name and charge
      Owner a pro rata allocable share of the cost of the foregoing; provided,
      however, that the pro rata cost of such purchase to Owner shall not result
      in expenses greater than would otherwise be incurred at competitive prices
      and terms available in the area where the

                                       4

      Property is located; and provided further, U-Haul shall give Owner access
      to records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
      defined) shall be remitted by U-Haul (or its parent company) on a daily
      basis to a bank account maintained by UBS Warburg Real Estate Investments
      Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be
      applied in the manner specified in that Cash Management Agreement dated
      the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such
      records and systems as are necessary or appropriate to enable U-Haul to
      clearly identify the amount of Gross Revenue generated by each Property on
      a daily basis.

      3. Duties of Owner.

            Owner hereby agrees to cooperate with U-Haul in the performance of
      U-Haul's duties under this Agreement and to that end, upon the request of
      U-Haul, to provide, at such rental charges, if any, as are deemed
      appropriate, reasonable office space for U-Haul employees on the premises
      of the Property and to give U-Haul access to all files, books and records
      of Owner relevant to the Property. Owner shall not unreasonably withhold
      or delay any consent or authorization to U-Haul required or appropriate
      under this Agreement. Throughout the term hereof, Owner shall not permit
      the Property to be operated under any name other than "U-Haul" (R).

      4. Compensation of U-Haul.

            (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
      for the services herein provided a fee (the "Management Fee") equal to six
      percent (6%) of the "Gross Revenue" derived from or connected with the
      Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce
      the amount of the Management Fee payable to it at any time hereunder in
      exchange for a reduction in the amount rent due from U-Haul to Owner
      pursuant to any lease agreement between U-Haul and Owner. The term "Gross
      Revenue" shall mean all receipts (excluding security deposits unless and
      until Owner recognizes the same as income) of Owner (whether or not
      received by U-Haul on behalf or for the account of 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 shall be
      paid promptly at the end of each calendar quarter and shall be calculated
      on the basis of the "Gross Revenue" of such preceding quarter. The
      Management Fee shall be paid to each U-Haul property manager herein
      identified based on the Gross Revenue of each respective Property for
      which such property manager is responsible as set forth on Exhibit A
      hereto. Each property manager

                                       5

      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.

            It is understood and agreed that the Management Fee will not be
      reduced by the cost to Owner of those employees and independent
      contractors engaged by or for Owner, including but not limited to the
      categories of personnel specifically referred to in Section 2(d). Except
      as provided in this Section 4, it is further understood and agreed that
      U-Haul shall not be entitled to additional compensation of any kind in
      connection with the performance by it of its duties under this Agreement.

            (B) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management
      Fee described above, U-Haul shall be entitled to reimbursement from Owner,
      on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul
      hereunder in connection with the management and operation of the Property,
      including, without limitation, taxes, insurance, operational expenses,
      overhead, litigation and dispute resolution related expenses, capital
      improvement expenses, and costs of sales.

      5. Use of Trademarks, Service Marks and Related Items.

            Owner acknowledges the significant value of the "U-Haul" name in the
      operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this
      agreement at any time for any reason, all such use by and for the benefit
      of 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 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

      6. Termination.

            Owner or U-Haul may terminate this Agreement with or without cause
      by giving not less than thirty days' written notice to the other party
      pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul
      any amounts owed under this Agreement when due, U-Haul may terminate this
      Agreement by giving Owner not less than ten days written notice pursuant
      to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall
      not resign as property manager of the Property until a nationally
      recognized and reputable successor property manager is available and
      prepared to assume property management responsibilities with respect to
      the Property in question 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.

            Owner hereby agrees to indemnify and hold each of U-Haul, all
      persons and companies affiliated with U-Haul, and all officers,
      shareholders, directors, employees and agents of U-Haul and of any
      affiliated companies or persons (collectively, the "Indemnified Persons")
      harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages, and claims in connection with the
      management of the Property (including the loss of use thereof following
      any damage, injury or destruction), arising from any cause except for the
      willful misconduct or gross negligence on the part of the Indemnified
      Persons. In addition, no Indemnified Person shall be liable for any error
      of judgment or for any mistake of fact or law, or for anything which it
      may do or refrain from doing hereafter, except in cases of willful
      misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold
      Owner harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages and claims in connection with the
      management of the Property arising from the willful misconduct of, gross
      negligence of, or breach of this Agreement by the Indemnified Persons. In
      addition, U-Haul shall not be liable to Owner for the acts or omissions of
      U-Haul's officers, shareholders, directors, employees, and agents except
      for U-Haul's own gross negligence or willful misconduct.

      8. Assignment.

            This Agreement may be assigned by Owner in connection with any
      mortgage loan on the Property, whether pursuant to a conditional or
      unconditional, absolute assignment. U-Haul shall have the right to assign
      this Agreement to an affiliate or a wholly or

                                       7

      majority owned subsidiary; provided, however, any such assignee must
      assume all obligations of U-Haul hereunder, Owner's rights hereunder will
      be enforceable against any such assignee and U-Haul shall not be released
      from its liabilities hereunder unless 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 shall be 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.

                                       8

      14. Attorneys' Fees.

            If it shall become necessary for any party hereto to engage
      attorneys to institute legal action for the purpose of enforcing their
      respective rights hereunder or for the purpose of defending legal action
      brought by the other party hereto, the party or parties prevailing in such
      litigation shall be entitled to receive all costs, expenses and fees
      (including reasonable attorneys' fees) incurred by it in such litigation
      (including appeals).

      15. Counterparts.

            This Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      16. Scope of Property Manager Responsibility.

            The duties, obligations and liability of each property manager
      identified herein shall extend only so far as to relate to the Property
      for which such property manager is managing located in the domicile state
      of such property manager, as more specifically described on Exhibit A
      hereto, 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.

      [Rest of page intentionally left blank]

                                       9

            IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
      the date first above written.

"Owner":

Twenty-Three SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________

Its: ______________________________


                                       10

"U-Haul"

U-Haul Co. of Arizona, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Arkansas,  Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of California, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Maryland, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Missouri, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


                                       11

U-Haul Co. of New York, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Oklahoma, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

                                       12

                                    Exhibit A

                                                                      
      710077 U-HAUL OF FLORIN RD              SACRAMENTO WEST          CA      95822
      721021 U-HAUL CENTER 19TH & BELL        PHOENIX WEST             AZ      85023
      736071 U-HAUL CT HAZELWOOD              HAZELWOOD                MO      63042
      738057 U-HAUL DOWNTOWN                  OKLAHOMA CITY            OK      73129
      741035 U-HAUL CENTER ADDISON            CARROLLTON               TX      75006
      742054 U-HAUL KANIS ROAD                LITTLE ROCK              AR      72204
      744070 U-HAUL NACO-PERRIN               SAN ANTONIO              TX      78217
      747074 U-HAUL CT GENTILLY               NEW ORLEANS              LA      70126
      806024 U-HAUL CENTER CORAM              CORAM                    NY      11727
      820022 U-HAUL CT PULASKI HY             BALTIMORE                MD      21224



                                       13

EX-10.41

                                                               EXHIBIT 10.41


                          PROPERTY MANAGEMENT AGREEMENT

         THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into
as of March __, 2002 among Twenty-Four SAC Self-Storage Limited Partnership, a
Nevada limited partnership, with its principal place of business at 715 South
Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers
identified on Exhibit A attached hereto and incorporated herein by reference
(each such property manager is respectively referred to herein as "U-Haul").

                                    RECITALS

         A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

         B. Owner intends that the Property be rented on a space-by-space retail
basis to corporations, partnerships, individuals and/or other entities for use
as self-storage facilities.

         C. Owner desires that U-Haul manage the Property and U-Haul desires to
act as the property manager for the Property, all in accordance with the terms
and conditions of this Agreement and as more specifically designated on Exhibit
A hereto.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

         (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties hereto (or any of them) partners or joint venturors, nor
(except as expressly otherwise


                                       1

provided for herein) construed as making U-Haul an agent or employee of Owner or
of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below.

         (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

         (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective 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


                                       2

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.

         (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner,
all licenses and permits required or advisable (in the sole judgment of U-Haul)
in connection with the management and operation of the Property.

         (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

         (i) [Reserved].

         (j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts payable
with respect to the Property and shall be responsible for establishing policies
and procedures to minimize the amount of bad debts.


                                       3

         (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and
in the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

         (l) INSURANCE. U-Haul shall use its best efforts to assure that there
is obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

         (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

         (n) [RESERVED].

         (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

         (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a bank account maintained by U-Haul (or its
parent company) as for the benefit of the Owner. To the extent that the Gross
Revenues are deposited into a collective account maintained by U-Haul (or its
parent company) for the benefit of multiple property owners, U-Haul (or its
parent company) shall reconcile such account daily and maintain such records as
shall clearly identify each day the respective interest of each owner in such
collective account. Gross Revenues of the Owner shall be applied first to the
repayment of Owner's senior debt with respect to the Property, and then to
U-Haul in reimbursement of expenses and for management fees as provided under
Section 4 below.

3. Duties of Owner.

         Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement.

4. Compensation of U-Haul.

         (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
for the services herein provided a fee (the "Management Fee") equal to six
percent (6%) of the "Gross Revenue" derived from or connected with the Property
so managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the same as
income) of Owner (whether or not received by U-Haul on behalf or for the account
of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto. Each property manager agrees that
its monthly Management Fee shall be


                                       5

subordinate to that month's principal balance and interest payment on any first
lien position mortgage loan on the Property.

         It is understood and agreed that the Management Fee will not be reduced
by the cost to Owner of those employees and independent contractors engaged by
or for Owner, including but not limited to the categories of personnel
specifically referred to in Section 2(d). Except as provided in this Section 4,
it is further understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the performance by it of
its duties under this Agreement.

         (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee
described above, U-Haul shall be entitled to reimbursement from Owner, on a
quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder in
connection with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5. Use of Trademarks, Service Marks and Related Items.

         Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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.


                                       6

         Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including
the loss of use thereof following any damage, injury or destruction), arising
from any cause or matter whatsoever except to the extent attributable to the
willful misconduct or gross negligence on the part of the Indemnified Persons.

8. Assignment.

         This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. 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, Owner's rights
hereunder will be enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless 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.


                                       7

         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 shall be 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.


                                       8

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 any party hereto to engage attorneys
to institute legal action for the purpose of enforcing their respective rights
hereunder or for the purpose of defending legal action brought by the other
party hereto, the party or parties prevailing in such litigation shall be
entitled to receive all costs, expenses and fees (including reasonable
attorneys' fees) incurred by it in such litigation (including appeals).

15. Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

16. Scope of Property Manager Responsibility.

         The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property for
which such property manager is managing located in the domicile state of such
property manager, as more specifically described on Exhibit A hereto, 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.

[Rest of page intentionally left blank]


                                       9

                  IN WITNESS WHEREOF, the parties hereto execute this Agreement
         as of the date first above written.

"Owner"

Twenty-Four SAC Self-Storage Limited Partnership,
a Nevada limited partnership

         Twenty-Four SAC Self-Storage GP Corporation,
         Its General Partner

                  By:
                      -------------------------------------
                           Mark V. Shoen, President



[Signature of U-Haul on next page]


                                       10

"U-Haul"



                                       11

                                    Exhibit A

                         List of Properties and Managers


                                       12

                                           U-Haul Co. of California



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       13

                                           U-Haul Co. of Colorado



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       14

                                           U-Haul Co. of Florida

                                           -------------------------------------
                                           Gary V. Klinefelter


                                       15

                                           U-Haul Co. of Maryland, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       16

                                           U-Haul Co. of Massachusetts, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       17

                                           U-Haul Co. of Nebraska



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       18

                                           U-Haul Co. of Nevada, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       19

                                           U-Haul Co. of  New Hampshire, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       20

                                           U-Haul Co. of  New York, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       21

                                           U-Haul Co. of  South Carolina, Inc.




                                           -------------------------------------
                                           Gary V. Klinefelter



                                       22

                                           U-Haul Co. of  Tennessee



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       23

                                           U-Haul Co. of  Texas

                                           -------------------------------------
                                           Gary V. Klinefelter



                                       24

                                           U-Haul Co. of  Utah, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       25

                                           U-Haul Co. of  Virginia



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       26

                                           U-Haul Co. of  Washington



                                           -------------------------------------
                                           Gary V. Klinefelter



                                       27

                                           U-Haul Co. of  Wisconsin, Inc.



                                           -------------------------------------
                                           Gary V. Klinefelter





                                       28

                                   EXHIBIT `A'
                               LIST OF PROPERTIES



   U-HAUL
   NUMBER        PROPERTY NAME       PROPERTY ADDRESS                 CITY       STATE        ZIP
   ------    --------------------  --------------------       ------------------ -----       -----
                                                                              
   706081    U-HAUL CTR OF CARSON    1498 EAST WILLIAMS             CARSON CITY    NV        89701

   715075      U-HAUL WESTMINSTER  7422 GARDEN GROVE BV             WESTMINSTER    CA        92683

   717081     U-HAUL CTR OF POWAY        13210 POWAY RD                   POWAY    CA        92064

   720058     U-HAUL CT BOUNTIFUL       2150 S 500 WEST               BOUNTIFUL    UT        84010

   701065     U-HAUL WEST SEATTLE      6343 35TH AVE SW                 SEATTLE    WA        98126

   730063        U-HAUL 48 & VINE     740 N 48TH STREET                 LINCOLN    NE        68504

   740068     U-HAUL CTR KELL HWY        2817 KELL BLVD           WICHITA FALLS    TX        76308

   803064       U-HAUL OF YONKERS   155 SAW MILL RVR RD                 YONKERS    NY        10701

   778056     U-HAUL CT BEAL PKWY    631 N BEAL PARKWAY       FORT WALTON BEACH    FL        32548

   750083     U-HAUL OF CAPITAL D      505 E CAPITAL DR               MILWAUKEE    WI        53212

   770082     U-HAUL CT NORTHGATE     9178 COLERAIN AVE              CINCINNATI    OH        45239

   774062      U-HAUL HIXSON PIKE      4001 HIXSON PIKE             CHATTANOOGA    TN        37415

   835046           U-HAUL CENTER
                         MESQUITE      2349 EAST HWY 80                MESQUITE    TX        75150

   783058       U-HAUL DORCHESTER   4788 DORCHESTER AVE              CHARLESTON    SC        29405

   883069          U-HAUL STORAGE          5400 OAKLAWN
                     OAKLAWN BLVD             BOULEVARD           PRINCE GEORGE    VA        23875

   790055      U-HAUL DAN WEBSTER   288 DAN WEBSTER HWY
                                      SOUTH                              NASHUA    NH        3060

   818072      U-HAUL RANDOLPH RD  12025 PARKLAWN DRIVE               ROCKVILLE    MD        20852

   824020           U-HAUL CENTER
                          AIRPORT   2902 HERSHBERGER RD                 ROANOKE    VA        24017

   834024         U-HAUL CENTER S
                          FEDERAL        2322 S FEDERAL            DENVER SOUTH    CO        80219



                                       29

EX-10.42

                                                                 EXHIBIT 10.42

                          PROPERTY MANAGEMENT AGREEMENT

      THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as
of March 28, 2002 among Twenty-Five SAC Self-Storage Limited Partnership, a
Nevada limited partnership, with its principal place of business at 715 South
Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers
identified on Exhibit A attached hereto and incorporated herein by reference
(each such property manager is respectively referred to herein as "U-Haul").

                                    RECITALS

      A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

      B. Owner intends that the Property be rented on a space-by-space retail
basis to corporations, partnerships, individuals and/or other entities for use
as self-storage facilities.

      C. Owner desires that U-Haul manage the Property and U-Haul desires to act
as the property manager for the Property, all in accordance with the terms and
conditions of this Agreement and as more specifically designated on Exhibit A
hereto.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

      (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties hereto (or any of them) partners or joint venturors, nor
(except as expressly otherwise


                                       1

provided for herein) construed as making U-Haul an agent or employee of Owner or
of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below.

      (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

      (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective 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


                                       2

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.

      (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection with the
management and operation of the Property.

      (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

      (i) [Reserved].

      (j) COLLECTION. U-Haul shall be responsible for the billing and collection
of all accounts receivable and for payment of all accounts payable with respect
to the Property and shall be responsible for establishing policies and
procedures to minimize the amount of bad debts.


                                       3

      (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in
the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

      (l) INSURANCE. U-Haul shall use its best efforts to assure that there is
obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

      (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

      (n) [RESERVED].

      (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

      (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined)
shall be deposited into a bank account maintained by U-Haul (or its parent
company) as for the benefit of the Owner. To the extent that the Gross Revenues
are deposited into a collective account maintained by U-Haul (or its parent
company) for the benefit of multiple property owners, U-Haul (or its parent
company) shall reconcile such account daily and maintain such records as shall
clearly identify each day the respective interest of each owner in such
collective account. Gross Revenues of the Owner shall be applied first to the
repayment of Owner's senior debt with respect to the Property, and then to
U-Haul in reimbursement of expenses and for management fees as provided under
Section 4 below.

3. Duties of Owner.

      Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement.

4. Compensation of U-Haul.

      (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for
the services herein provided a fee (the "Management Fee") equal to six percent
(6%) of the "Gross Revenue" derived from or connected with the Property so
managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the same as
income) of Owner (whether or not received by U-Haul on behalf or for the account
of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto. Each property manager agrees that
its monthly Management Fee shall be


                                       5

subordinate to that month's principal balance and interest payment on any first
lien position mortgage loan on the Property.

      It is understood and agreed that the Management Fee will not be reduced by
the cost to Owner of those employees and independent contractors engaged by or
for Owner, including but not limited to the categories of personnel specifically
referred to in Section 2(d). Except as provided in this Section 4, it is further
understood and agreed that U-Haul shall not be entitled to additional
compensation of any kind in connection with the performance by it of its duties
under this Agreement.

      (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described
above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly
basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection
with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5. Use of Trademarks, Service Marks and Related Items.

      Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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.


                                       6

      Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including
the loss of use thereof following any damage, injury or destruction), arising
from any cause or matter whatsoever except to the extent attributable to the
willful misconduct or gross negligence on the part of the Indemnified Persons.

8. Assignment.

      This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. 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, Owner's rights
hereunder will be enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless 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.


                                       7

      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 shall be 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.


                                       8

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 any party hereto to engage attorneys to
institute legal action for the purpose of enforcing their respective rights
hereunder or for the purpose of defending legal action brought by the other
party hereto, the party or parties prevailing in such litigation shall be
entitled to receive all costs, expenses and fees (including reasonable
attorneys' fees) incurred by it in such litigation (including appeals).

15. Counterparts.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

16. Scope of Property Manager Responsibility.

      The duties, obligations and liability of each property manager identified
herein shall extend only so far as to relate to the Property for which such
property manager is managing located in the domicile state of such property
manager, as more specifically described on Exhibit A hereto, 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.

[Rest of page intentionally left blank]


                                       9

      IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first above written.

"Owner"

Twenty-Five SAC Self-Storage Limited Partnership,
a Nevada limited partnership

      Twenty-Five SAC Self-Storage GP Corporation,
      Its General Partner

            By:
               ------------------------------------
                     Mark V. Shoen, President



[Signature of U-Haul on next page]


                                       10

"U-Haul"



                                       11

                                    Exhibit A

                         List of Properties and Managers



                                       12

                                         U-Haul Co. of Arizona



                                         -------------------------------------
                                         Gary V. Klinefelter



                                       13

                                         U-Haul Co. of California



                                         -------------------------------------
                                         Gary V. Klinefelter



                                       14

                                         U-Haul Co. of Colorado



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       15

                                         U-Haul Co. of Florida


                                         -------------------------------------
                                         Gary V. Klinefelter



                                       16

                                         U-Haul Co. of Georgia



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       17

                                         U-Haul Co. of Iowa, Inc.



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       18

                                         U-Haul Co. of Louisiana



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       19

                                         U-Haul Co. of  Michigan



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       20

                                         U-Haul Co. of  Oklahoma



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       21

                                         U-Haul Co. of  Texas



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       22

                                         U-Haul Co. of  Virginia



                                         -------------------------------------
                                         Gary V. Klinefelter


                                       23

                                   EXHIBIT `A'
                               LIST OF PROPERTIES



   U-HAUL
   NUMBER        PROPERTY NAME         PROPERTY ADDRESS           CITY         STATE     ZIP
   ------        -------------         ----------------           ----         -----     ---
                                                                         
   714042           U-HAUL CENTER      2320 NORTH LINCOLN
                        FOOTHILLS                     AVE            ALTADENA    CA     91001

   714046           U-HAUL CANYON
                          COUNTRY        27150 SIERRA HWY      CANYON COUNTRY    CA     91351

   737025        U-HAUL CENTER OF
                         RUNDBERG       10125 NORTH IH 35              AUSTIN    TX     78753

   752026     U-HAUL STATE STREET
                           CENTER        3655 SOUTH STATE           ANN ARBOR    MI     48104

   761074     U-HAUL PEORIA PLAZA       6105 SOUTH PEORIA               TULSA    OK     74136

   776054     U-HAUL JONESBORO RD      4374 THURMOND ROAD         FOREST PARK    GA     30297

   793074           U-HAUL CENTER
                        SOUTHEAST     4001 SE 14TH STREET          DES MOINES    IA     50320

   776069     U-HAUL COVINGTON HY      4360 COVINGTON HWY             DECATUR    GA     30032

   829070        U-HAUL ALTAMONTE
                          SPRINGS        598 WEST HWY 436   ALTAMONTE SPRINGS    FL     32714

   834021     U-HAUL CENTER SANTA                                                           0
                            FE DR    4849-4859 S SANTA FE           LITTLETON    CO     8012

   713021      U-HAUL LEFFINGWELL       15707 LEFFINGWELL
                                                     ROAD            WHITTIER    CA     90603

   836031           U-HAUL CENTER
                      HALTOM CITY         5201 DENTON HWY         HALTOM CITY    TX     76148

   836048           U-HAUL CENTER
                         WESTSIDE     1000 HWY 183 & I-30          FORT WORTH    TX     76114

   723024      U-HAUL CTR GILBERT      1230 NORTH GILBERT
                        & HOUSTON                    ROAD             GILBERT    AZ     85234

   825051       U-HAUL CT ARAGONA      4950 VA BEACH BLVD      VIRGINIA BEACH    VA     23462

   883070          U-HAUL STORAGE     4725 JEFFERSON PARK
                    PRINCE GEORGE                    ROAD       PRINCE GEORGE    VA     23875



                                       24

                                                                         
   743056     U-HAUL CT NORTHSIDE       1605 NORTH HEARNE          SHREVEPORT    LA     71107

   788080      U-HAUL FIVE POINTS        2801 NORTH DIXIE
                                                  HIGHWAY     FORT LAUDERDALE    FL     33334



Twenty-Five SAC Self-Storage Limited Partnership


                                       25

EX-10.43

                                                                EXHIBIT 10.43

                          PROPERTY MANAGEMENT AGREEMENT

      THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into as
of March 28, 2002 among Twenty-Six SAC Self-Storage Limited Partnership, a
Nevada limited partnership, with its principal place of business at 715 South
Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers
identified on Exhibit A attached hereto and incorporated herein by reference
(each such property manager is respectively referred to herein as "U-Haul").

                                    RECITALS

      A. Owner owns the real property and self-storage related improvements
thereon located at the street addresses identified on Exhibit A hereto
(hereinafter, collectively the "Property").

      B. Owner intends that the Property be rented on a space-by-space retail
basis to corporations, partnerships, individuals and/or other entities for use
as self-storage facilities.

      C. Owner desires that U-Haul manage the Property and U-Haul desires to act
as the property manager for the Property, all in accordance with the terms and
conditions of this Agreement and as more specifically designated on Exhibit A
hereto.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Owner and U-Haul hereby agree as follows.

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, and/or U-Haul affiliates, is in the
business of managing self-storage facilities, both for its own account and for
the account of others. It is hereby expressly agreed that notwithstanding this
Agreement, U-Haul and such affiliates may continue to engage in such activities,
may manage facilities other than those presently managed by U-Haul and its
affiliates (whether or not such other facilities may be in direct or indirect
competition with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.

      (c) In the performance of their respective duties under this Agreement,
each U-Haul property manager shall occupy the position of an independent
contractor with respect to Owner. Nothing contained herein shall be construed as
making the parties hereto (or any of them) partners or joint venturors, nor
(except as expressly otherwise


                                       1

provided for herein) construed as making U-Haul an agent or employee of Owner or
of any other U-Haul property manager hereunder.

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, to execute such
documents and instruments as, in the sole judgment of U-Haul, are reasonably
necessary or advisable under the circumstances in order to fulfill U-Haul's
duties hereunder. Such duties and authority shall include, without limitation,
those set forth below.

      (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may advertise the
Property through such media as U-Haul deems advisable, including, without
limitation, advertising with the Yellow Pages. 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 Owner with such tenants and to collect rent from such tenants. U-Haul may
jointly advertise the Property with other properties owned or managed by U-Haul,
and in that event, U-Haul shall reasonably allocate the cost of such advertising
among such properties.

      (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make, execute,
supervise and have control over the making and executing of all decisions
concerning the acquisition of furniture, fixtures and supplies for the Property,
and may purchase, lease or otherwise acquire 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. U-Haul shall, on behalf of Owner, negotiate and contract for
and supervise the installation of all capital improvements related to the
Property; provided, however, that U-Haul agrees to secure the prior written
approval of Owner on all such 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 emergency-related expenditures are necessary to
protect the Property from damage or to maintain services to the tenants as
called for in their respective 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


                                       2

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.

      (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of 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 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 Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection with the
management and operation of the Property.

      (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 such other location
as U-Haul shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the Property,
and such 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,
a monthly statement of receipts, expenses and charges, together with a statement
of the disbursements made by U-Haul during such period on Owner's behalf.

      (i) [Reserved].

      (j) COLLECTION. U-Haul shall be responsible for the billing and collection
of all accounts receivable and for payment of all accounts payable with respect
to the Property and shall be responsible for establishing policies and
procedures to minimize the amount of bad debts.


                                       3

      (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and in
the name of Owner, any and all legal actions or proceedings U-Haul deems
necessary or advisable to collect charges, rent or other income due to Owner
with respect to the Property and 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.

      (l) INSURANCE. U-Haul shall use its best efforts to assure that there is
obtained and maintained in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. U-Haul may in its discretion obtain employee theft or similar
insurance in amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

      (m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal property
taxes, and all other taxes assessed to, or levied upon, the Property. If
required by the holder of any note secured by the Property, U-Haul will set
aside, from Owner's funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of payment of real
property taxes.

      (n) [RESERVED].

      (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 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 a term of one year and are not terminable
on thirty day's notice at the will of 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. Owner acknowledges that certain economies may be
achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates.
U-Haul shall have the right to purchase such materials, supplies, insurance
and/or services in its own name and charge Owner a pro rata allocable share of
the cost of the foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would otherwise be
incurred at competitive prices and terms available in the area where the


                                       4

Property is located; and provided further, U-Haul shall give Owner access to
records so Owner may review any such expenses incurred.

      (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter defined)
shall be deposited into a bank account maintained by U-Haul (or its parent
company) as for the benefit of the Owner. To the extent that the Gross Revenues
are deposited into a collective account maintained by U-Haul (or its parent
company) for the benefit of multiple property owners, U-Haul (or its parent
company) shall reconcile such account daily and maintain such records as shall
clearly identify each day the respective interest of each owner in such
collective account. Gross Revenues of the Owner shall be applied first to the
repayment of Owner's senior debt with respect to the Property, and then to
U-Haul in reimbursement of expenses and for management fees as provided under
Section 4 below.

3. Duties of Owner.

      Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property and
to give U-Haul access to all files, books and records of Owner relevant to the
Property. Owner shall not unreasonably withhold or delay any consent or
authorization to U-Haul required or appropriate under this Agreement.

4. Compensation of U-Haul.

      (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due for
the services herein provided a fee (the "Management Fee") equal to six percent
(6%) of the "Gross Revenue" derived from or connected with the Property so
managed by U-Haul hereunder. The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the same as
income) of Owner (whether or not received by U-Haul on behalf or for the account
of 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 shall be
paid promptly at the end of each calendar quarter and shall be calculated on the
basis of the "Gross Revenue" of such preceding quarter. The Management Fee shall
be paid to each U-Haul property manager herein identified based on the Gross
Revenue of each respective Property for which such property manager is
responsible as set forth on Exhibit A hereto. Each property manager agrees that
its monthly Management Fee shall be


                                       5

subordinate to that month's principal balance and interest payment on any first
lien position mortgage loan on the Property.

      It is understood and agreed that the Management Fee will not be reduced by
the cost to Owner of those employees and independent contractors engaged by or
for Owner, including but not limited to the categories of personnel specifically
referred to in Section 2(d). Except as provided in this Section 4, it is further
understood and agreed that U-Haul shall not be entitled to additional
compensation of any kind in connection with the performance by it of its duties
under this Agreement.

      (B) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee described
above, U-Haul shall be entitled to reimbursement from Owner, on a quarterly
basis, for all out-of-pocket expenses incurred by U-Haul hereunder in connection
with the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead, litigation and
dispute resolution related expenses, capital improvement expenses, and costs of
sales.

5. Use of Trademarks, Service Marks and Related Items.

      Owner acknowledges the significant value of the "U-Haul" name in the
operations of 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 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 and as expressly provided
herein, 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 Owner. Upon termination of
this agreement at any time for any reason, all such use by and for the benefit
of 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 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.


                                       6

      Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant to
Section 11 hereof. In addition, if Owner fails to pay U-Haul any amounts owed
under this Agreement when due, U-Haul may terminate this Agreement by giving
Owner not less than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as property
manager of the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property management
responsibilities with respect to the Property in question 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 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 the management of the Property and operations thereon (including
the loss of use thereof following any damage, injury or destruction), arising
from any cause or matter whatsoever except to the extent attributable to the
willful misconduct or gross negligence on the part of the Indemnified Persons.

8. Assignment.

      This Agreement may be assigned by Owner in connection with any mortgage
loan on the Property, whether pursuant to a conditional or unconditional,
absolute assignment. 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, Owner's rights
hereunder will be enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless 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.


                                       7

      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 shall be 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.


                                       8

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 any party hereto to engage attorneys to
institute legal action for the purpose of enforcing their respective rights
hereunder or for the purpose of defending legal action brought by the other
party hereto, the party or parties prevailing in such litigation shall be
entitled to receive all costs, expenses and fees (including reasonable
attorneys' fees) incurred by it in such litigation (including appeals).

15. Counterparts.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

16. Scope of Property Manager Responsibility.

      The duties, obligations and liability of each property manager identified
herein shall extend only so far as to relate to the Property for which such
property manager is managing located in the domicile state of such property
manager, as more specifically described on Exhibit A hereto, 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.

[Rest of page intentionally left blank]


                                       9

                  IN WITNESS WHEREOF, the parties hereto execute this Agreement
as of the date first above written.

"Owner"

Twenty-Six SAC Self-Storage Limited Partnership,
a Nevada limited partnership

         Twenty-Six SAC Self-Storage GP Corporation,
         Its General Partner

                  By:
                      ---------------------------------
                           Mark V. Shoen, President



[Signature of U-Haul on next page]


                                       10

"U-Haul"


                                       11

                                    Exhibit A

                         List of Properties and Managers


                                       12

                                           U-Haul Co. of California

                                           -------------------------------------
                                           Gary V. Klinefelter


                                       13

                                           U-Haul Co. of Florida

                                           -------------------------------------
                                           Gary V. Klinefelter


                                       14

                                           U-Haul Co. of South Dakota, Inc.




                                           -------------------------------------
                                           Gary V. Klinefelter


                                       15

                                   EXHIBIT `A'
                               LIST OF PROPERTIES




   U-HAUL
   NUMBER         PROPERTY NAME        PROPERTY ADDRESS               CITY        STATE       ZIP
   ------         -------------        ----------------               ----        -----       ---
                                                                              
   708066     U-HAUL CTR BAYSHORE    1575 BAYSHORE BLVD           SAN FRANCISCO    CA        94124
   786069     U-HAUL PINELLAS CNT     23917 US 19 NORTH              CLEARWATER    FL        34623
   716024     U-HAUL CENTER GAREY      2190 NORTH GAREY
                           AVENUE                AVENUE                  POMONA    CA        91767
   725069     U-HAUL CTR DEADWOOD       20 DEADWOOD AVE              RAPID CITY    SD        57702
   785057      U-HAUL CTR ORLANDO     3500 S ORANGE AVE                 ORLANDO    FL        32807



                                       16

EX-10.44

                                                                 EXHIBIT 10.44

                          PROPERTY MANAGEMENT AGREEMENT

            THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
      into as of March 28, 2002 among Twenty-Seven SAC Self-Storage Limited
      Partnership, a Nevada limited partnership, with its principal place of
      business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and
      the property managers identified on Exhibit A attached hereto and
      incorporated herein by reference (each such property manager is
      respectively referred to herein as "U-Haul").

                                    RECITALS

            A. Owner owns the real property and self-storage related
      improvements thereon located at the street addresses identified on Exhibit
      A hereto (hereinafter, collectively the "Property").

            B. Owner intends that the Property be rented on a space-by-space
      retail basis to corporations, partnerships, individuals and/or other
      entities for use as self-storage facilities.

            C. Owner desires that U-Haul manage the Property and U-Haul desires
      to act as the property manager for the Property, all in accordance with
      the terms and conditions of this Agreement and as more specifically
      designated on Exhibit A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
      contained, Owner and U-Haul hereby agree as follows.

      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, and/or U-Haul affiliates, is in
      the business of managing self-storage facilities, both for its own account
      and for the account of others. It is hereby expressly agreed that
      notwithstanding this Agreement, U-Haul and such affiliates may continue to
      engage in such activities, may manage facilities other than those
      presently managed by U-Haul and its affiliates (whether or not such other
      facilities may be in direct or indirect competition with Owner) and may in
      the future engage in other business which may compete directly or
      indirectly with activities of Owner.

            (c) In the performance of their respective duties under this
      Agreement, each U-Haul property manager shall occupy the position of an
      independent contractor with respect to Owner. Nothing contained herein
      shall be construed as making the parties hereto (or any of them) partners
      or joint venturors, nor (except as expressly otherwise

                                       1

      provided for herein) construed as making U-Haul an agent or employee of
      Owner or of any other U-Haul property manager hereunder.

      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, to execute such documents and instruments as, in the sole judgment
      of U-Haul, are reasonably necessary or advisable under the circumstances
      in order to fulfill U-Haul's duties hereunder. Such duties and authority
      shall include, without limitation, those set forth below.

            (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
      procedures for the marketing activities for the Property, and may
      advertise the Property through such media as U-Haul deems advisable,
      including, without limitation, advertising with the Yellow Pages. 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 Owner with such tenants
      and to collect rent from such tenants. U-Haul may jointly advertise the
      Property with other properties owned or managed by U-Haul, and in that
      event, U-Haul shall reasonably allocate the cost of such advertising among
      such properties.

            (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
      execute, supervise and have control over the making and executing of all
      decisions concerning the acquisition of furniture, fixtures and supplies
      for the Property, and may purchase, lease or otherwise acquire 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. U-Haul shall, on
      behalf of Owner, negotiate and contract for and supervise the installation
      of all capital improvements related to the Property; provided, however,
      that U-Haul agrees to secure the prior written approval of Owner on all
      such 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 emergency-related expenditures are necessary to protect the
      Property from damage or to maintain services to the tenants as called for
      in their respective 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

                                       2

      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.

            (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
      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
      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 Owner, all licenses and permits required or
      advisable (in the sole judgment of U-Haul) in connection with the
      management and operation of the Property.

            (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 such other location as U-Haul shall determine, and
      shall be available and open to examination and audit quarterly by Owner,
      its representatives, any mortgagee of the Property, and such 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, a
      monthly statement of receipts, expenses and charges, together with a
      statement of the disbursements made by U-Haul during such period on
      Owner's behalf.

            (i) [Reserved].

            (j) COLLECTION. U-Haul shall be responsible for the billing and
      collection of all accounts receivable and for payment of all accounts
      payable with respect to the Property and shall be responsible for
      establishing policies and procedures to minimize the amount of bad debts.

                                       3

            (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
      and in the name of Owner, any and all legal actions or proceedings U-Haul
      deems necessary or advisable to collect charges, rent or other income due
      to Owner with respect to the Property and 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.

            (l) INSURANCE. U-Haul shall use its best efforts to assure that
      there is obtained and maintained in force, fire, comprehensive liability
      and other insurance policies in amounts generally carried with respect to
      similar facilities. U-Haul may in its discretion obtain employee theft or
      similar insurance in amounts and with such deductibles as U-Haul deems
      appropriate. U-Haul shall promptly provide Owner with such certificates of
      insurance as Owner may reasonably request in writing, evidencing such
      insurance coverage.

            (m) TAXES. During the term of this Agreement, U-Haul shall pay from
      Owner's funds, prior to delinquency, all real estate taxes, personal
      property taxes, and all other taxes assessed to, or levied upon, the
      Property. If required by the holder of any note secured by the Property,
      U-Haul will set aside, from Owner's funds, a reserve from each month's
      rent and other income collected, in an amount required by said holder for
      purposes of payment of real property taxes.

            (n) [RESERVED].

            (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 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 a term of
      one year and are not terminable on thirty day's notice at the will of
      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. Owner acknowledges that certain economies may
      be achieved with respect to certain expenses to be incurred by U-Haul 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 or its affiliates. U-Haul shall have the right to purchase such
      materials, supplies, insurance and/or services in its own name and charge
      Owner a pro rata allocable share of the cost of the foregoing; provided,
      however, that the pro rata cost of such purchase to Owner shall not result
      in expenses greater than would otherwise be incurred at competitive prices
      and terms available in the area where the

                                       4

      Property is located; and provided further, U-Haul shall give Owner access
      to records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
      defined) shall be deposited into a bank account maintained by U-Haul (or
      its parent company) as for the benefit of the Owner. To the extent that
      the Gross Revenues are deposited into a collective account maintained by
      U-Haul (or its parent company) for the benefit of multiple property
      owners, U-Haul (or its parent company) shall reconcile such account daily
      and maintain such records as shall clearly identify each day the
      respective interest of each owner in such collective account. Gross
      Revenues of the Owner shall be applied first to the repayment of Owner's
      senior debt with respect to the Property, and then to U-Haul in
      reimbursement of expenses and for management fees as provided under
      Section 4 below.

      3. Duties of Owner.

            Owner hereby agrees to cooperate with U-Haul in the performance of
      U-Haul's duties under this Agreement and to that end, upon the request of
      U-Haul, to provide, at such rental charges, if any, as are deemed
      appropriate, reasonable office space for U-Haul employees on the premises
      of the Property and to give U-Haul access to all files, books and records
      of Owner relevant to the Property. Owner shall not unreasonably withhold
      or delay any consent or authorization to U-Haul required or appropriate
      under this Agreement.

      4. Compensation of U-Haul.

            (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
      for the services herein provided a fee (the "Management Fee") equal to six
      percent (6%) of the "Gross Revenue" derived from or connected with the
      Property so managed by U-Haul hereunder. The term "Gross Revenue" shall
      mean all receipts (excluding security deposits unless and until Owner
      recognizes the same as income) of Owner (whether or not received by U-Haul
      on behalf or for the account of 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 shall be
      paid promptly at the end of each calendar quarter and shall be calculated
      on the basis of the "Gross Revenue" of such preceding quarter. The
      Management Fee shall be paid to each U-Haul property manager herein
      identified based on the Gross Revenue of each respective Property for
      which such property manager is responsible as set forth on Exhibit A
      hereto. Each property manager agrees that its monthly Management Fee shall
      be

                                       5

      subordinate to that month's principal balance and interest payment on any
      first lien position mortgage loan on the Property.

            It is understood and agreed that the Management Fee will not be
      reduced by the cost to Owner of those employees and independent
      contractors engaged by or for Owner, including but not limited to the
      categories of personnel specifically referred to in Section 2(d). Except
      as provided in this Section 4, it is further understood and agreed that
      U-Haul shall not be entitled to additional compensation of any kind in
      connection with the performance by it of its duties under this Agreement.

            (b) REIMBURSEMENT OF EXPENSES. In addition to the Management Fee
      described above, U-Haul shall be entitled to reimbursement from Owner, on
      a quarterly basis, for all out-of-pocket expenses incurred by U-Haul
      hereunder in connection with the management and operation of the Property,
      including, without limitation, taxes, insurance, operational expenses,
      overhead, litigation and dispute resolution related expenses, capital
      improvement expenses, and costs of sales.

      5. Use of Trademarks, Service Marks and Related Items.

            Owner acknowledges the significant value of the "U-Haul" name in the
      operations of 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 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 and as expressly provided herein, 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 Owner. Upon termination of this
      agreement at any time for any reason, all such use by and for the benefit
      of 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 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.

                                       6

            Owner or U-Haul may terminate this Agreement with or without cause
      by giving not less than thirty days' written notice to the other party
      pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul
      any amounts owed under this Agreement when due, U-Haul may terminate this
      Agreement by giving Owner not less than ten days written notice pursuant
      to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall
      not resign as property manager of the Property until a nationally
      recognized and reputable successor property manager is available and
      prepared to assume property management responsibilities with respect to
      the Property in question 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 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 the management of the Property and
      operations thereon (including the loss of use thereof following any
      damage, injury or destruction), arising from any cause or matter
      whatsoever except to the extent attributable to the willful misconduct or
      gross negligence on the part of the Indemnified Persons.

      8. Assignment.

            This Agreement may be assigned by Owner in connection with any
      mortgage loan on the Property, whether pursuant to a conditional or
      unconditional, absolute assignment. 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, Owner's rights hereunder will be enforceable against any such
      assignee and U-Haul shall not be released from its liabilities hereunder
      unless 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.

                                       7

            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 shall be 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.

                                       8

      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 any party hereto to engage
      attorneys to institute legal action for the purpose of enforcing their
      respective rights hereunder or for the purpose of defending legal action
      brought by the other party hereto, the party or parties prevailing in such
      litigation shall be entitled to receive all costs, expenses and fees
      (including reasonable attorneys' fees) incurred by it in such litigation
      (including appeals).

      15. Counterparts.

            This Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      16. Scope of Property Manager Responsibility.

            The duties, obligations and liability of each property manager
      identified herein shall extend only so far as to relate to the Property
      for which such property manager is managing located in the domicile state
      of such property manager, as more specifically described on Exhibit A
      hereto, 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.

      [Rest of page intentionally left blank]

                                       9

            IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
      the date first above written.

"Owner"

Twenty-Seven SAC Self-Storage Limited Partnership,
a Nevada limited partnership

         Twenty-Seven SAC Self-Storage GP Corporation,
         Its General Partner

                  By: _________________________________
                           Mark V. Shoen, President


[Signature of U-Haul on next page]

                                       10

"U-Haul"

                                       11

                                    Exhibit A

                         List of Properties and Managers

                                       12

                                           U-Haul Co. of Arizona


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       13

                                           U-Haul Co. of California


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       14

                                           U-Haul Co. of Florida


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       15

                                           U-Haul Co. of Georgia


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       16

                                           U-Haul Co. of Maryland, Inc.


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       17

                                           U-Haul Co. of New Mexico, Inc.


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       18

                                           U-Haul Co. of New Hampshire, Inc.


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       19

                                           U-Haul Co. of New York, Inc.


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       20

                                           U-Haul Co. of North Carolina


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       21

                                           U-Haul Co. of  Pennsylvania


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       22

                                           U-Haul Co. of  Rhode Island


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       23

                                           U-Haul Co. of  Tennessee


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       24

                                           U-Haul Co. of  Texas


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       25

                                           U-Haul Co. of  Virginia


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       26

                                           U-Haul Co. of  Wisconsin, Inc.


                                           -------------------------------------
                                           Gary V. Klinefelter

                                       27

                                   EXHIBIT `A'
                               LIST OF PROPERTIES



U-HAUL NUMBER                  PROPERTY NAME         PROPERTY ADDRESS              CITY          STATE       ZIP
- -------------                  -------------         ----------------              ----          -----       ---
                                                                                             
    706067              U-HAUL CTR OF AUBURN         5220 AUBURN BLVD        SACRAMENTO EAST       CA       95841
    713044               U-HAUL CHARTER OAKS       1961 E COVINA BLVD                 COVINA       CA       91724
    716058               U-HAUL CENTRAL CITY       110 SOUTH D STREET         SAN BERNARDINO       CA       92401
    724085               U-HAUL CT SAN MATEO        4020 SAN MATEO NE            ALBUQUERQUE       NM       87110
    744079               U-HAUL CTR SOUTH PK      1826 SW MILITARY DR            SAN ANTONIO       TX       78221
    746086                U-HAUL CT BISSONET            6808 BISSONET          HOUSTON SOUTH       TX       77074
    749072          U-HAUL CENTER WEST TOWNE    522 WEST PLATTE DRIVE                MADISON       WI       53719
    790061                U-HAUL CTR CONCORD          29 STICKNEY AVE                CONCORD       NH       3302
    774056                U-HAUL E ASHEVILLE     387 SWANNANOA RIV RD              ASHEVILLE       NC       28805
    776037          UNIVERSITY U-HAUL CENTER         2900 ATLANTA HWY                 ATHENS       GA       30604
    784067                U-HAUL US #1 SOUTH        5630 PHILLIPS HWY           JACKSONVILLE       FL       32207
    787071             U-HAUL CENTER HIALEAH       6150 W 20TH AVENUE        HIALEAH GARDENS       FL       33016
    796063                U-HAUL CTR NEWPORT          111 CONNELL HWY                NEWPORT       RI       2840
    808086       U-HAUL CENTER OF WILMINGTON     2920 GOVERNOR PRINTZ             WILMINGTON       DE       19802
    820025              U-HAUL WASHINGTON BV     2929 WASHINGTON BLVD              BALTIMORE       MD       21230
    825064                 U-HAUL GREENBRIER          664 WOODLAKE DR             CHESAPEAKE       VA       23320
    882064              U-HAUL STORAGE ARENA     410 SOUTH 2ND STREET           PHOENIX WEST       AZ       85004
    802073           U-HAUL CENTER BELLEROSE       251-37 JAMAICA AVE              BELLEROSE       NY       11426
    772021           U-HAUL CENTER MT JULIET       14535 LEBANON ROAD            OLD HICKORY       TN       37138
    812021               U-HAUL CT ALLEGHENY      747 W ALLEGHENY AVE     PHILADELPHIA NORTH       PA       19133


                                       28

EX-10.45

                                                                  EXHIBIT 10.45

                                                                 EXECUTION COPY

- --------------------------------------------------------------------------------



                                     3-YEAR
                                CREDIT AGREEMENT
                            Dated as of June 28, 2002

                                      Among

                                     AMERCO,

                            The Lenders Named Herein,

                             Bank of America, N.A.,
                              as Syndication Agent,

            Bank One, NA, with its main office in Chicago, Illinois,
                             as Documentation Agent

                                       and

                              JPMorgan Chase Bank,
                             as Administrative Agent

                   -------------------------------------------

                          J.P. Morgan Securities Inc.,
                    As Sole Bookrunner and Sole Lead Arranger

- --------------------------------------------------------------------------------

                                TABLE OF CONTENTS



                                                                                                        Page
                                                                                                        ----
                                                                                                     
ARTICLE I. DEFINITIONS...................................................................................2
   SECTION 1.01. Defined Terms...........................................................................2
   SECTION 1.02. Terms Generally........................................................................21

ARTICLE II. THE COMMITMENTS.............................................................................21
   SECTION 2.01. Commitments............................................................................21
   SECTION 2.02. Committed Loans........................................................................21
   SECTION 2.03. Competitive Loans......................................................................23
   SECTION 2.04. Notes; Repayment of Loans..............................................................26
   SECTION 2.05. Intentionally Omitted..................................................................26
   SECTION 2.06. Fees...................................................................................26
   SECTION 2.07. Interest on Loans......................................................................27
   SECTION 2.08. Additional Interest....................................................................27
   SECTION 2.09. Alternate Rate of Interest.............................................................28
   SECTION 2.10. Termination and Reduction of Commitments...............................................28
   SECTION 2.11. Prepayment.............................................................................29
   SECTION 2.12. Reserve Requirements; Change in Circumstances..........................................30
   SECTION 2.13. Change in Legality.....................................................................31
   SECTION 2.14. Indemnity..............................................................................32
   SECTION 2.15. Pro Rata Treatment.....................................................................32
   SECTION 2.16. Sharing of Setoffs.....................................................................32
   SECTION 2.17. Payments...............................................................................33
   SECTION 2.18. Taxes..................................................................................33
   SECTION 2.19. Termination or Assignment of Commitments Under Certain
                 Circumstances..........................................................................35
   SECTION 2.20. Increase in Commitments................................................................36

ARTICLE III. REPRESENTATIONS AND WARRANTIES.............................................................37
   SECTION 3.01. Organization; Powers...................................................................38
   SECTION 3.02. Authorization..........................................................................38
   SECTION 3.03. Enforceability.........................................................................38
   SECTION 3.04. Governmental and Other Approvals.......................................................38
   SECTION 3.05. Financial Statements...................................................................38
   SECTION 3.06. No Material Adverse Change.............................................................39
   SECTION 3.07. Title to Properties; Possession Under Leases...........................................39
   SECTION 3.08. Subsidiaries...........................................................................39
   SECTION 3.09. Litigation; Compliance with Laws.......................................................39
   SECTION 3.10. Agreements.............................................................................39
   SECTION 3.11. Federal Reserve Regulations............................................................40
   SECTION 3.12. Governmental Regulation................................................................40
   SECTION 3.13. Use of Proceeds........................................................................40
   SECTION 3.14. Tax Returns............................................................................40
   SECTION 3.15. No Material Misstatements..............................................................40



                                        i


                                                                                                     
   SECTION 3.16. Employee Benefit Plans.................................................................41
   SECTION 3.17. Environmental and Safety Matters.......................................................41
   SECTION 3.18. Patents, Licenses, Franchises and Formulas.............................................42
   SECTION 3.19. Priority Indebtedness..................................................................42
   SECTION 3.20. Liquidity..............................................................................43

ARTICLE IV. CONDITIONS OF LENDING.......................................................................43
   SECTION 4.01. Initial Credit Event...................................................................43
   SECTION 4.02. Each Credit Event......................................................................45

ARTICLE V. AFFIRMATIVE COVENANTS........................................................................46
   SECTION 5.01. Existence; Businesses and Properties...................................................46
   SECTION 5.02. Insurance..............................................................................46
   SECTION 5.03. Obligations and Taxes..................................................................46
   SECTION 5.04. Financial Statements, Reports, etc.....................................................47
   SECTION 5.05. ERISA..................................................................................51
   SECTION 5.06. Maintaining Records; Access to Properties and Inspections..............................51
   SECTION 5.07. Use of Proceeds........................................................................52
   SECTION 5.08. Equal Security for Loans and Notes; Ratable Guaranties.................................52
   SECTION 5.09. Pari Passu Ranking.....................................................................52
   SECTION 5.10. Corporate Franchises, Patents and Licenses.............................................52
   SECTION 5.11. Additional Guarantors; Additional Collateral...........................................53
   SECTION 5.12. Additional Financings..................................................................54
   SECTION 5.13. Delivery of Corporate Documents........................................................54

ARTICLE VI. NEGATIVE COVENANTS..........................................................................54
   SECTION 6.01. Limitations on Restrictions on Subsidiary Dividends, etc...............................54
   SECTION 6.02. Priority Indebtedness..................................................................55
   SECTION 6.03. Liens..................................................................................55
   SECTION 6.04. Mergers, Consolidations and Sales of Assets............................................57
   SECTION 6.05. Disposition of Capital Stock of Subsidiaries of the Borrower...........................57
   SECTION 6.06. Sale of Receivables....................................................................58
   SECTION 6.07. Transactions with Affiliates...........................................................58
   SECTION 6.08. Business of Borrower and its Subsidiaries..............................................58
   SECTION 6.09. Preferred Stock........................................................................58
   SECTION 6.10. Restricted Payments....................................................................68
   SECTION 6.11. Transfers of Assets to Insurance Subsidiaries..........................................59
   SECTION 6.12. Private Placement Amendment............................................................59
   SECTION 6.13. Intercompany Indebtedness..............................................................59

ARTICLE VII. FINANCIAL COVENANTS........................................................................59
   SECTION 7.01. Indebtedness...........................................................................60
   SECTION 7.02. Consolidated Tangible Net Worth........................................................60
   SECTION 7.03. Fixed Charge Coverage Ratio............................................................60

ARTICLE VIII. EVENTS OF DEFAULT.........................................................................60




                                       ii


                                                                                                     
ARTICLE IX. THE ADMINISTRATIVE AGENT....................................................................63

ARTICLE X. MISCELLANEOUS................................................................................66
   SECTION 10.01. Notices...............................................................................66
   SECTION 10.02. Survival of Agreement.................................................................67
   SECTION 10.03. Binding Effect........................................................................67
   SECTION 10.04. Successors and Assigns................................................................67
   SECTION 10.05. Expenses; Indemnity...................................................................71
   SECTION 10.06. Right of Setoff.......................................................................72
   SECTION 10.07. Applicable Law........................................................................72
   SECTION 10.08. Waivers; Amendment....................................................................72
   SECTION 10.09. Interest Rate Limitation..............................................................73
   SECTION 10.10. Independence of Covenants.............................................................73
   SECTION 10.11. Change in Accounting Principles.......................................................73
   SECTION 10.12. Entire Agreement......................................................................74
   SECTION 10.13. Waiver of Jury Trial..................................................................74
   SECTION 10.14. Severability..........................................................................75
   SECTION 10.15. Counterparts..........................................................................75
   SECTION 10.16. Headings..............................................................................75
   SECTION 10.17. Jurisdiction; Consent to Service of Process...........................................75



         EXHIBITS AND SCHEDULES

                     
Exhibit A         -        Form of Note

Exhibit B         -        Form of Assignment and Acceptance
Exhibit C         -        Form of Administrative Questionnaire
Exhibit D         -        Form of Compliance Certificate
Exhibit E         -        Form of Legal Opinions
Exhibit F-1       -        Form of Competitive Bid Request
Exhibit F-2       -        Form of Notice of Competitive Bid Request
Exhibit F-3       -        Form of Competitive Bid
Exhibit F-4       -        Form of Competitive Bid Accept/Reject Letter
Exhibit G         -        Form of Joinder Agreement
Exhibit H         -        Form of Guaranty
Exhibit I         -        Form of Pledge Agreement
Exhibit J         -        Form of Intercompany Note

Schedule 1.01     -        Existing Debt Agreements to be Paid Off and Terminated on Closing Date
Schedule 2.01     -        Lenders and Initial Commitments
Schedule 3.08     -        Subsidiaries of the Borrower
Schedule 3.19     -        Priority Indebtedness
Schedule 6.01     -        Existing Indebtedness
Schedule 6.03     -        Liens securing Indebtedness in Excess of $1,000,000




                                       iii

                             3-YEAR CREDIT AGREEMENT

            3-YEAR CREDIT AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this "Agreement" or the "Facility") dated
as of June 28, 2002 among AMERCO, a Nevada corporation (the "Borrower"), the
banks, financial institutions, and other entities listed in Schedule 2.01
(together with each entity which becomes a "Lender" pursuant to Section 10.04,
individually, a "Lender" and collectively, the "Lenders"), J.P. Morgan
Securities Inc. as Sole Lead Arranger and Sole Bookrunner ("JPMorgan" and, in
such capacity, the "Lead Arranger"), Bank of America, N.A., as syndication agent
(in such capacity, the "Syndication Agent"), Bank One, NA, with its main office
in Chicago, Illinois, as Documentation Agent (in such capacity, the
"Documentation Agent") and JPMORGAN CHASE BANK, as administrative agent for the
Lenders ("JPMCB" and, in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

            WHEREAS, the Borrower has requested the Lenders to extend credit in
order to enable the Borrower, subject to the terms and conditions of this
Agreement, to borrow on a competitive basis or on a revolving basis, at any time
and from time to time prior to the Maturity Date (as defined herein), in an
aggregate principal amount at any time outstanding not in excess of the Total
Commitment (as defined herein), and the Lenders are willing to extend such
credit to the Borrower on the terms and subject to the conditions set forth
herein.

            NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


ARTICLE I. DEFINITIONS

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Committed Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

            "Adjusted Capitalization" shall mean (a) Consolidated Tangible Net
Worth plus (b) Consolidated Indebtedness.

            "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

            "Adjusted Operating Earnings" shall mean for any period Consolidated
Net Income for such period plus (a) to the extent deducted in determining such
Consolidated Net Income, the sum of (i) extraordinary losses (net of any credits
against or reduction of Federal and state income taxes resulting from such
loss), determined in accordance with GAAP, (ii) depreciation and amortization,
(iii) all taxes on or measured by income, whether Federal, state, local or
otherwise, including any deferred portions thereof and (iv) all Fixed Charges,
less (b) to the extent added in determining such Consolidated Net Income,
extraordinary gains (net of any increases in Federal and state income taxes
resulting from such gain), determined in accordance with GAAP.

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit C.

            "Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of
(a) the rate of interest publicly announced by the Administrative Agent as its
prime rate in effect at its principal office in New York City (the "Prime Rate")
on such day and (b) the Federal Funds Effective Rate in effect on such day plus
0.5%. If for any reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms of the definition thereof, the Alternate Base Rate
shall be determined without regard to clause (b) of the preceding sentence,
until the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Annual Statement" shall mean, as to any Insurance Subsidiary, the
annual financial statement of such Insurance Subsidiary as required to be filed
with the Applicable Insurance Regulatory Authority, together with all exhibits
or schedules filed therewith, prepared in conformity with SAP. References to
amounts on particular exhibits, schedules, lines, pages, columns of the Annual
Statement are based on the format promulgated by the NAIC for 2001 Property and
Casualty Company Annual Statements. If such format is changed in future years so
that different information is contained in such items or they no longer exist,
it is understood that the reference is to information consistent with that
reported in the referenced item in the 2001 Annual Statement of such Insurance
Subsidiary.

            "Applicable Facility Fee Percentage" shall mean on any date the
applicable percentage set forth below based upon the ratings applicable on such
date to the Borrower's senior, unsecured, non-credit enhanced long term
indebtedness for borrowed money ("Index Debt"):


                                       3



                                                          APPLICABLE
                          RATING                         FACILITY FEE
                         CATEGORY                         PERCENTAGE
                         --------                        ------------
                                                      
                      Rating                                0.50%
                      ------
                      BBB+ by S&P
                      Baa1 by Moody's,
                      or above

                      Rating                                0.625%
                      ------
                      BBB by S&P
                      Baa2 by Moody's

                      Rating                                0.625%
                      ------
                      BBB- by S&P
                      Baa3 by Moody's

                      Rating                                0.75%
                      ------
                      BB+ by S&P
                      Ba1 by Moody's

                      Rating                                0.75%
                      ------
                      BB by S&P
                      Ba2 by Moody's,
                      or below



            For purposes of the foregoing, if the ratings established or deemed
to have been established by Moody's and S&P for the Borrower's Index Debt shall
fall within different Rating Categories, the Applicable Facility Fee Percentage
shall be based on the higher of the two ratings unless one of the two ratings is
two or more Rating Categories lower than the other, in which case the Applicable
Facility Fee Percentage shall be determined by reference to the Rating Category
next above that of the lower of the two ratings. If the ratings established or
deemed to have been established by Moody's and S&P for the Borrower's Index Debt
shall be changed (other than as a result of a change in the rating system of
Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency, irrespective of when notice of
such change shall have been furnished by the Borrower to the Administrative
Agent or a Lender. Each change in the Applicable Facility Fee Percentage shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change. If Moody's or S&P shall change its rating system, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations (any such event, a "Rating Event" and any such agency, a "Rating
Event Agency"), the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such Rating Event Agency. Pending the
effectiveness of


                                       4


any such amendment, the Applicable Facility Fee Percentage shall be based on the
rating by the Rating Event Agency in effect immediately prior to the Rating
Event and the rating of the other rating agency in the manner set forth above.
If, other than as a result of a Rating Event, (i) either Moody's or S&P ceases
to rate the Borrower's Index Debt, the Applicable Facility Fee Percentage shall
be based on the rating by the rating agency which has continued to rate the
Borrower's Index Debt and the lowest rating in the grid above for the rating
agency which has ceased to rate the Borrower's Index Debt in the manner set
forth above and (ii) both Moody's and S&P cease to rate the Borrower's Index
Debt, the Applicable Facility Fee Percentage shall be based on the lowest rating
in the grid above.

            "Applicable Insurance Regulatory Authority" shall mean, when used
with respect to any Insurance Subsidiary, the insurance department or similar
administrative authority or agency located in (a) each state in which such
Insurance Subsidiary is domiciled or (b) to the extent asserting regulatory
jurisdiction over such Insurance Subsidiary, the insurance department, authority
or agency in each state in which such Insurance Subsidiary is licensed, and
shall include any Federal insurance regulatory department, authority or agency
that may be created and that asserts regulatory jurisdiction over such Insurance
Subsidiary.

            "Applicable Law" shall mean all provisions of statutes, rules,
regulations and orders of governmental bodies or regulatory agencies applicable
to a Person, and all orders and decrees of all courts and arbitrators in
proceedings or actions in which the Person in question is a party.

            "Applicable Margin" shall mean on any date, with respect to the
Loans, the applicable spread set forth below (expressed as a percentage) based
upon the ratings applicable on such date to the Borrower's Index Debt:


                                       5



                          RATING                          APPLICABLE
                         CATEGORY                           MARGIN
                         --------                         ----------
                                                         
                      Rating                                1.00%
                      ------
                      BBB+ by S&P
                      Baa1 by Moody's,
                      or above

                      Rating                                1.125%
                      ------
                      BBB by S&P
                      Baa2 by Moody's

                      Rating                                1.375%
                      ------
                      BBB- by S&P
                      Baa3 by Moody's

                      Rating                                1.50%
                      ------
                      BB+ by S&P
                      Ba1 by Moody's

                      Rating                                1.75%
                      ------
                      BB by S&P
                      Ba2 by Moody's,
                      or below


            For purposes of the foregoing, if the ratings established or deemed
to have been established by Moody's and S&P for the Borrower's Index Debt shall
fall within different Rating Categories, the Applicable Margin shall be based on
the higher of the two ratings unless one of the two ratings is two or more
Rating Categories lower than the other, in which case the Applicable Margin
shall be determined by reference to the Rating Category next above that of the
lower of the two ratings. If the ratings established or deemed to have been
established by Moody's and S&P for the Borrower's Index Debt shall be changed
(other than as a result of a change in the rating system of Moody's or S&P),
such change shall be effective as of the date on which it is first announced by
the applicable rating agency, irrespective of when notice of such change shall
have been furnished by the Borrower to the Administrative Agent and the Lenders.
Each change in the Applicable Margin shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If Moody's or S&P shall change its
rating system, or if either such rating agency shall cease to be in the business
of rating corporate debt obligations (any such event, a "Rating Event" and any
such agency, a "Rating Event Agency"), the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such Rating Event Agency. Pending
the effectiveness of any such amendment, the Applicable Margin shall be based


                                       6


on the rating by the Rating Event Agency in effect immediately prior to the
Rating Event and the rating of the other rating agency in the manner set forth
above. If, other than as a result of a Rating Event, (i) either Moody's or S&P
ceases to rate the Borrower's Index Debt, the Applicable Margin shall be based
on the rating by the rating agency which has continued to rate the Borrower's
Index Debt and the lowest rating in the grid above for the rating agency which
has ceased to rate the Borrower's Index Debt in the manner set forth above and
(ii) both Moody's and S&P cease to rate the Borrower's Index Debt, the
Applicable Margin shall be based on the lowest rating in the grid above.

            "Approved Fund" shall mean with respect to any Lender that is a fund
which invests in bank loans and similar extensions of credit, any other fund
that invests in bank loans and similar extensions of credit and is managed by
the same investment advisor as such Lender or by an Affiliate of such investment
advisor.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

            "Availability Period" shall mean the period from and including the
Closing Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrower's ESOP" shall mean the AMERCO Employee Savings, Profit
Sharing and Employee Stock Ownership Plan dated July 24, 1988, as amended from
time to time.

            "Borrowing" shall mean a group of Committed Loans of a single Type
made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender
or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03)
on a single date and as to which a single Interest Period is in effect.

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurodollar Loan or a Eurodollar Competitive Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

            "Capital Lease Obligations" of any Person shall mean the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof (including all amounts which such Person is obligated to pay
to another on termination of the applicable lease or surrender of the applicable
property, but excluding any amounts required to be paid by such Person
(regardless of whether designated as rents or


                                       7

additional rents) on account of maintenance, repairs, insurance, taxes and
similar charges), which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP and, for the
purposes of this Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with GAAP.

            A "Change of Control" shall be deemed to have occurred if a Person
or group of Persons within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934 (as amended) other than the Shoen Group and the Borrower's
ESOP shall acquire or hold beneficial ownership of 49% or more of the
outstanding shares of voting stock of the Borrower."

            "Closing Date" shall mean June 28, 2002.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "Collateral" shall mean all "Collateral" as defined in the Pledge
Agreement.

            "Commitment" shall mean, with respect to any Lender, the amount set
forth opposite such Lender's name in the Register under the heading
"Commitment". The initial Commitment of each Lender is set forth in Schedule
2.01 opposite such Lender's name and shall be recorded as such in the Register.
The Commitment of each Lender may be reduced from time to time pursuant to
Section 2.10 and Article VIII and may be increased with the consent of such
Lender (x) from time to time pursuant to Section 10.04(b) and (y) pursuant to
Section 2.20.

            "Committed Loan" shall mean a revolving loan made by the Lenders to
the Borrower pursuant to Section 2.02. Each Committed Loan shall be a Eurodollar
Loan or an ABR Loan.

            "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03(b) in the form of Exhibit F-3.

            "Competitive Bid Accept/Reject Letter" shall mean a notification
made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit F-4.

            "Competitive Bid Rate" shall mean, as to any Competitive Bid made by
a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar
Competitive Loan, the Competitive Margin, and (ii) in the case of a Fixed Rate
Competitive Loan, the Fixed Rate, in each case as offered by the Lender making
such Competitive Bid.

            "Competitive Bid Request" shall mean a request made pursuant to
Section 2.03(a) in the form of Exhibit F-1.

            "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose


                                       8

Competitive Bids for such Borrowing have been accepted by the Borrower under the
bidding procedure described in Section 2.03.

            "Competitive Loan" shall mean a loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.03. Each Competitive
Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Competitive Loan.

            "Competitive Margin" shall mean, as to any Eurodollar Competitive
Loan, the margin (expressed as a percentage rate per annum in the form of a
percentage to no more than four decimal places) to be added or subtracted from
the Adjusted LIBO Rate in order to determine the interest rate applicable to
such Loan, as specified in the Competitive Bid relating to such Loan.

            "Compliance Certificate" shall mean a certificate substantially in
the form of Exhibit D.

            "Consent Agent" shall have the meaning assigned to such term in
Section 4.01(k).

            "Consolidated Indebtedness" shall mean all Indebtedness of the
Borrower and its Subsidiaries determined on a consolidated basis, eliminating
intercompany items.

            "Consolidated Net Income" shall mean for any period the gross
revenues of the Borrower and its consolidated Subsidiaries for such period less
all expenses and other proper charges (including taxes payable by the Borrower
and its consolidated Subsidiaries on or measured by income), determined on a
consolidated basis in accordance with GAAP, but excluding: (a) any after tax
gains or losses on the sale or other disposition of investments or fixed or
capital assets which, under GAAP, require separate or "extraordinary" treatment
in the preparation and presentation of the consolidated financial statements;
(b) net earnings and losses of any consolidated Subsidiary of the Borrower
accrued prior to the date it became a consolidated Subsidiary of the Borrower;
and (c) any portion of the net earnings of any of the Borrower's consolidated
Subsidiaries which is unavailable for payment of dividends to the Borrower or
any of the Borrower's other consolidated Subsidiaries by reason of the
provisions of any agreement or applicable law or regulation.

            "Consolidated Tangible Net Assets" shall mean, as of the date of any
determination thereof, the total amount of all assets of the Borrower and its
consolidated Subsidiaries (less depreciation, depletion and other properly
deductible valuation reserves) after deducting goodwill, patents, trade names,
trademarks, copyrights, franchises, experimental expense, organization expense,
unamortized debt discount and expense, deferred assets (other than prepaid
insurance, prepaid taxes, prepaid advertising, prepaid licensing and other
similar expenses prepaid in the ordinary course of business), amounts invested
in or advanced to or equity in the Borrower's unconsolidated Subsidiaries less
any writedowns thereof, the excess of cost of shares acquired over book value of
related assets, any increase in the value of a fixed asset arising from a
reappraisal, revaluation or write-up thereof and such other assets as are
properly


                                       9

classified as "intangible assets" in accordance with GAAP, all determined on a
consolidated basis and in accordance with GAAP.

            "Consolidated Tangible Net Worth" shall mean, as of the date of any
determination thereof, the sum of the capital stock, additional paid-in-capital
(net of treasury stock) and retained earnings (or minus accumulated deficits)
accounts of the Borrower and its consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP and after the elimination of all
assets that would not be included in Consolidated Tangible Net Assets.

            "Contingent Obligation", as applied to any Person, shall mean any
direct or indirect liability, contingent or otherwise (a) of that Person with
respect to any Indebtedness, lease, dividend, letter of credit or other
obligation of another including any such obligation directly or indirectly
guaranteed, endorsed (otherwise than for collection or deposit in the ordinary
course of business), co-made or discounted or sold with recourse by that Person,
or (b) in respect of which that Person is otherwise directly or indirectly
liable, including any such obligation for which that Person is in effect liable
through any agreement (contingent or otherwise) (i) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), (ii) to maintain
the working capital, solvency or any balance sheet item, level of income or
other financial condition of the obligor of such obligation, (iii) to make
payment for any products, materials or supplies or for any transportation,
services or lease regardless of the non-delivery or non-furnishing thereof, or
(iv) to make payment in respect of any net liability arising in connection with
any interest rate swap agreement, foreign currency exchange agreement, commodity
hedging agreement or any similar agreement or arrangement, in any such case if
the purpose or intent of such agreement is to provide assurance that such
obligation will be paid or discharged, or that any agreements relating thereto
will be complied with, or that the holders of such obligation will be protected
(in whole or in part) against loss in respect thereof. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated amount
of the primary obligation in respect of which such Contingent Obligation is made
or, if not stated, the reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

            "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.

            "Core Assets" shall mean, as to the Borrower or any of its
Subsidiaries (other than an Insurance Subsidiary), (a) trucks, trailers,
specialty rental items (such as dollies and handtrucks) or storage and rental
facilities (including real property and improvements acquired to be used as, or
converted to, storage and rental facilities) and (b) any shares of capital stock
of any Subsidiary of the Borrower owning, directly or indirectly, any of the
assets set forth in clause (a) of this definition.


                                       10

            "Credit Event" shall mean the making of a Loan or the conversion or
continuation of any Loan.

            "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

            "Default Rate" shall have the meaning assigned to such term in
Section 2.08.

            "dollars" or "$" shall mean lawful money of the United States of
America.

            "Effective Date" shall mean the date on which this Agreement becomes
effective pursuant to Section 10.03.

            "Eligible Assignee" shall mean (a) a commercial bank organized under
the laws of the United States of America, or any state thereof, and having total
assets in excess of $5,000,000,000; (b) a savings and loan association or
savings bank organized under the laws of the United States of America, or any
state thereof, and having a tangible net worth of at least $250,000,000,
calculated in accordance with generally accepted accounting principles; (c) a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development ("OECD"), or a
political subdivision of any such country, and having total assets in excess of
$10,000,000,000, provided that such bank is acting through a branch or agency
located in the United States of America; (d) the central bank of any country
which is a member of the OECD; (e) any Lender, (f) any Affiliate of any Lender
or (g) an Approved Fund.

            "Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" (i) within the meaning of Section 414(b),
(c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary
of the Borrower being or having been a general partner of such person.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans or Eurodollar Competitive Loans.

            "Eurodollar Committed Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.


                                       11

            "Eurodollar Competitive Borrowing" shall mean a Borrowing comprised
of Eurodollar Competitive Loans.

            "Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the definition of Adjusted
LIBO Rate in accordance with the provisions of Article II.

            "Eurodollar Loan" shall mean any Committed Loan bearing interest at
a rate determined by reference to the definition of Adjusted LIBO Rate in
accordance with the provisions of Article II.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Existing Debt Agreements" shall mean each of the credit agreements
and/or floating rate term notes to which the Borrower is a party which are
listed on Schedule 1.01 hereto.

            "Existing Facility" shall have the meaning assigned to such term in
Section 3.13.

            "Facility" shall have the meaning assigned to such term in the
preamble to this Agreement.

            "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

            "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

            "Fees" shall mean all amounts payable by the Borrower pursuant to
Section 2.06.

            "Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, treasurer or controller of such
corporation.

            "Fixed Charges" shall mean for any period the sum of (a) Operating
Lease Obligations of the Borrower and its consolidated Subsidiaries during such
period; and (b) all interest charges payable during such period on all
Indebtedness of the Borrower and its consolidated Subsidiaries; and (c) all
dividends payable during such period with respect to preferred stock of the
Borrower or its Subsidiaries issued after the Closing Date; provided, however
that dividends payable with respect to any renewals,


                                       12

refinancings and extensions of preferred stock issued prior to the Closing Date,
to the extent of the face value of such preferred stock, shall be excluded from
subclause (c).

            "Fixed Rate" shall mean the fixed percentage rate per annum
(expressed in the form of a percentage to no more than four decimal places)
specified by a Lender in its Competitive Bid.

            "Fixed Rate Competitive Borrowing" shall mean a Borrowing comprised
of Fixed Rate Competitive Loans.

            "Fixed Rate Competitive Loan" shall mean any Competitive Loan
bearing interest at a Fixed Rate in accordance with the provisions of Article
II.

            "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America, applied on a consistent basis.

            "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

            "Guaranteed Portion" shall mean, on the Closing Date, an amount
equal to the Total Commitment in effect on the Closing Date. The Guaranteed
Portion shall be increased (but not to an amount in excess of the greater of the
Total Commitment or the Obligations) (i) immediately upon any increase in the
Total Commitment pursuant to Section 2.20, by the amount of such increase, (ii)
immediately upon any net increase in Consolidated Tangible Net Assets over the
amount of Consolidated Tangible Net Assets as of March 31, 2002, by an amount
equal to 10% of such increase, and (iii) immediately upon any repayment,
prepayment, redemption, defeasance, retirement or discharge of Priority
Indebtedness outstanding on the Closing Date, by the aggregate amount so repaid,
prepaid, redeemed, defeased, retired or discharged. The Guaranteed Portion shall
be decreased (but not below the lesser of (A) $200,000,000 (the "Floor") or (B)
the greater of the Total Commitment or the Obligations) immediately upon any net
decrease in Consolidated Tangible Net Assets below the amount of Consolidated
Tangible Net Assets as of March 31, 2002, by an amount equal to 10% of such
decrease minus the aggregate outstanding amount of any Priority Indebtedness
incurred after the Closing Date. In addition, the Guaranteed Portion shall be
reduced on a pro rata basis with the Non-Guaranteed Portion as provided in
Section 2.10, with a proportionate reduction in the Floor.


                                       13

            "Guarantor" shall mean each present and future direct or indirect
Subsidiary of the Borrower that executes the Guaranty; provided, however, that
the Insurance Subsidiaries, INW Company and U-Haul Co. (Canada) Ltd. shall not
be Guarantors hereunder.

            "Guaranty" shall mean a guaranty in substantially the form of
Exhibit H, as it may be amended, restated, supplemented or otherwise modified
from time to time.

            "Increase Effective Date" shall have the meaning assigned to such
term in Section 2.20(b).

            "Indebtedness" of any Person shall mean, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind made by any other Person to such Person (other than
deposits or advances made by customers of such Person in the ordinary course of
business), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property or
assets purchased by such Person, (e) all obligations of such Person issued or
assumed as the deferred purchase price of property or services (other than
obligations in respect of trade payables incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (g) all Contingent Obligations of
such Person in respect of Indebtedness of other Persons (other than Indebtedness
of a wholly-owned Subsidiary of the Borrower), (h) all Capital Lease Obligations
of such Person, (i) the face amount of all obligations of such Person as an
account party in respect of letters of credit and bankers' acceptances (other
than reimbursement obligations in respect of payments made to trade creditors in
the ordinary course of business) and (j) any net liability owing in respect of
the termination or liquidation of any interest rate swap agreement, foreign
currency exchange agreement, commodity hedging agreement or any similar
agreement or arrangement. The Indebtedness of any Person shall include the
Indebtedness of any partnership in which such Person is a general partner.

            "Index Debt" shall have the meaning assigned thereto in the
definition of Applicable Facility Fee Percentage.

            "Insurance Subsidiaries" shall mean Republic Western Insurance
Company, Republic Claims Service Company, Republic Western Syndicate, Inc.,
North American Fire and Casualty Insurance Company, RWIC Investments, Inc.,
Republic Western Specialty Underwriters, Inc., Ponderosa Insurance Agency, Inc.,
Oxford Life Insurance Company, Oxford Life Insurance Agency, Christian Fidelity
Life Insurance Company, Encore Financial, Inc., North American Insurance
Company, Encore Agency, Inc., Community Health, Inc., Community Health Partners,
Inc.


                                       14

            "Interest Payment Date" shall mean (a) with respect to any ABR Loan,
the fifteenth day of each February, May, August and November, (b) with respect
to any Eurodollar Loan or any Eurodollar Competitive Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day that would have been an Interest Payment Date had
successive Interest Period of three months' duration been applicable to such
Borrowing and in addition, the date of any conversion or continuation of such
Borrowing with or to a Borrowing of a different Type, and (c) with respect to
any Fixed Rate Competitive Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Competitive Loan with an Interest Period of more than 90 days' duration, each
day that would have been an Interest Payment Date had successive Interest Period
of 90 days' duration been applicable to such Borrowing and in addition, the date
of any refinancing of such Borrowing with or to a Borrowing of a different Type.

            "Interest Period" shall mean (a) as to any Eurodollar Committed
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the numerically corresponding day (or, if
there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as
to any Eurodollar Competitive Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day (or, if there is
no numerically corresponding day, on the last day) in the calendar week or
month, as the case may be, that is 1, 2 or 3 weeks or 1, 2, 3 or 6 months
thereafter, as specified in the Competitive Bid pursuant to which the offer to
make the Eurodollar Competitive Loans was extended and (c) as to any Fixed Rate
Competitive Borrowing, the period commencing on the date of such Borrowing and
ending on the date specified in the Competitive Bid pursuant to which the offer
to make the Fixed Rate Competitive Loans was extended, which shall not be
earlier than seven days after the date of such Borrowing or later than 360 days
after the date of such Borrowing; provided, however, that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of
Eurodollar Borrowings only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, and (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. Interest shall accrue from and including
the first day of an Interest Period to but excluding the last day of such
Interest Period.

            "Investment" in any Person shall mean any loan or advance to such
Person, any purchase or other acquisition of any capital stock, warrants,
rights, options, obligations or other securities of such Person, any capital
contribution to such Person or any other investment in such Person, including,
without limitation, any arrangement pursuant to which the investor incurs
Indebtedness of the types referred to in clauses (f)


                                       15

and (g) of the definition of "Indebtedness" (without giving effect to the
parenthetical in clause (g) of such definition) in respect of such Person.

            "Joinder Agreement" shall mean a Joinder Agreement substantially in
the form of Exhibit G.

            "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

            "Loan Party" means any of the Borrower and the Guarantors.

            "Loans" shall mean Committed Loans and/or Competitive Loans, as the
case may be.

            "Loan Documents" shall mean this Agreement, the Guaranty, the Pledge
Agreement, any Joinder Agreement and the Notes, if any.

            "Margin Stock" shall have the meaning given such term under
Regulation U.

            "Material Adverse Change" shall mean any event, development or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.

            "Material Adverse Effect" shall mean (a) a materially adverse effect
on the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) material
impairment of the ability of the Borrower to perform any of its obligations
under any Loan Document to which it is or


                                       16

will be a party or (c) material impairment of the rights of or benefits
available to the Lenders under any Loan Document.

            "Material Subsidiary" shall mean any Subsidiary of the Borrower
having a consolidated tangible net worth, determined in accordance with GAAP
(without giving effect to any of the Obligations), equal to or greater than
$10,000,000.

            "Maturity Date" shall mean June 28, 2005.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "NAIC" shall mean the National Association of Insurance
Commissioners, or any successor organization.

            "Non-Guaranteed Portion" shall mean (a) the greater of (i) the Total
Commitment or (ii) the Obligations minus (b) the Guaranteed Portion.

            "Non-Insurance Subsidiaries" shall mean the Borrower's Subsidiaries
other than the Insurance Subsidiaries.

            "Notes" shall mean the promissory notes of the Borrower,
substantially in the form of Exhibit A, evidencing the Loans.

            "Obligations" shall mean all amounts owing to the Administrative
Agent or any Lender pursuant to the terms of any Loan Document.

            "Operating Lease Obligations" of any Person shall mean the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or
combination thereof (including all amounts which such Person is obligated to pay
to another on termination of the applicable lease or surrender of the applicable
property, but excluding any amounts required to be paid by such Person
(regardless of whether designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges), which obligations
are not Capital Lease Obligations.

            "Other Taxes" shall have the meaning assigned to such term in
Section 2.18.

            "Participant" shall have the meaning assigned to such term in
Section 10.04(c).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA.

            "Percentage" shall mean for each Lender that percentage obtained by
dividing the amount of such Lender's Commitment by the Total Commitment.


                                       17

            "Person" shall mean any natural person, corporation, trust, joint
venture, association, company, partnership, limited liability company or
government, or any agency or political subdivision thereof.

            "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, or a Subsidiary of the Borrower
or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan.

            "Pledge Agreement" shall mean a pledge agreement in substantially
the form of Exhibit I, as it may be amended, restated, supplemented or otherwise
modified from time to time.

            "Priority Indebtedness" shall have the meaning assigned to such term
in Section 6.02.

            "Private Placement" shall mean that certain Note Purchase Agreement
dated as of March 15, 2002 entered into by the Borrower, AMERCO Real Estate
Company, and the Purchasers party thereto, with respect to the issue and sale of
(a) $95,000,000 aggregate principal amount of 8.28% Senior Notes, Series A, due
April 30, 2012, and (b) $5,000,000 7.85% Senior Notes, Series B, due April 30,
2007.

            "Register" shall have the meaning assigned to such term in Section
10.04(b)(iv).

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Reinsurance Agreement" shall mean any agreement, contract, treaty
or other arrangement whereby one or more insurers, as reinsurers, assume
liabilities under insurance policies or agreements issued by another insurance
or reinsurance company or companies.

            "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA.

            "Required Lenders" shall mean, at any time, Lenders having
Commitments representing more than 50% of the Total Commitment or, for purposes
of acceleration pursuant to clause (ii) of Article VII or in the event that the
Commitments


                                       18

have been terminated, Lenders representing more than 50% of the aggregate
principal amount of Loans outstanding.

            "Restricted Payment" shall mean any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in the Borrower or any option, warrant
or other right to acquire any such Equity Interests in the Borrower.

            "Retrocession Agreement" shall mean any agreement, contract, treaty
or other arrangement whereby one or more insurers or reinsurers, as
retrocessionaires, assume liabilities of reinsurers under a Reinsurance
Agreement or other retrocessionaires under another Retrocession Agreement.

            "S&P" shall mean Standard & Poor's, a Division of The McGraw Hill
Companies.

            "SAC" shall mean SAC Holding Corporation and its Subsidiaries.

            "Sale and Leaseback Obligations" shall mean, without duplication,
obligations of the Borrower and its Subsidiaries (whether as lessees,
guarantors, sureties or otherwise) relating to Sale and Leaseback Transactions
(other than Sale and Leaseback Transactions in respect of Core Assets and
computer equipment that, in each case, are, within 120 days after the
acquisition thereof by the Borrower or the applicable Subsidiary, sold to
another Person and rented or leased from such Person by the Borrower or its
Subsidiaries). The amount of such obligations (regardless of whether such
obligations are Capital Lease Obligations) shall be determined in a manner
consistent with the determination of Capital Lease Obligations.

            "Sale and Leaseback Transaction" shall mean, with respect to any
Person, any arrangement with another whereby such Person shall, directly or
indirectly, in one transaction or a series of related transactions, sell,
transfer or otherwise dispose of any property, real or personal, used or useful
in its business, whether now owned or hereafter acquired, and thereafter rent or
lease such property or other property which it intends to use for substantially
the same purpose or purposes as such property being sold, transferred or
otherwise disposed of.

            "SAP" shall mean, as to any Insurance Subsidiary, the accounting
procedures and practices prescribed or permitted by the Applicable Insurance
Regulatory Authority of the state in which such Insurance Subsidiary is
domiciled.

            "Shoen Group" shall mean (a) Edward J. Shoen, Mark V. Shoen, James
P. Shoen and the spouses and lineal descendants of said individuals, the spouses
of said lineal descendants and the lineal descendants of said spouses, (b) any
trusts for the exclusive benefit of or the executor or administrator of the
estate of or other legal representative of any of the individuals referred to in
the immediately preceding


                                       19

clause (a) and (c) any corporation with respect to which all the voting stock
thereof is, directly or indirectly, owned by any of the individuals referred to
in the preceding clause (a).

            "Statutory Reserve Rate" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board and any other banking authority to which
the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for
Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans and Eurodollar Competitive Loans shall be deemed to constitute
Eurocurrency Liabilities and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets which may be available
from time to time to any Lender under such Regulation D. The Statutory Reserve
Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

            "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, owned,
controlled or held, or (b) which is, at the time any determination is made,
otherwise Controlled, by such Person or one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries of such Person. For the avoidance
of doubt, neither SAC Holding Corporation nor any of its Subsidiaries shall be a
Subsidiary of the Borrower unless it shall satisfy the requirements of clauses
(a) or (b) above.

            "Subsidiary Stock Transfer" shall have the meaning assigned to such
term in Section 6.05.

            "Taxes" shall have the meaning assigned to such term in Section
2.18.

            "Total Commitment" shall mean at any time the aggregate amount of
the Commitments as in effect at such time. On the Effective Date, the Total
Commitment is $205,000,000.

            "Transactions" shall have the meaning assigned to such term in
Section 3.02.

            "Type", when used in respect of any Loan or Borrowing, shall refer
to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the Adjusted LIBO Rate, the Fixed Rate and the Alternate Base Rate.

            "Unfunded Current Liability" of any Plan means the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of


                                       20

the close of its most recent plan year exceeds the fair market value of the
assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The words "others" and "other Persons" shall be deemed to include the Borrower
and/or its Subsidiaries as the context requires. All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided, however, that,
for purposes of determining compliance with any covenant set forth in Articles
VI and VII, such terms, to the extent not otherwise expressly provided herein,
shall be construed in accordance with GAAP as in effect on the date of this
Agreement applied on a basis consistent with the application used in preparing
the Borrower's audited financial statements referred to in Section 3.05.

ARTICLE II. THE COMMITMENTS

            SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Committed Loans to the Borrower, at
any time and from time to time until the earlier of the Maturity Date and the
termination of the Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding which shall not
exceed the Commitment set forth opposite its name in the Register, as such
Commitment may be reduced from time to time pursuant to Section 2.10 subject,
however, to the condition that at no time shall the sum of the outstanding
aggregate principal amount of all Loans made by all Lenders exceed the Total
Commitment.

            Within the limits set forth in the preceding paragraph, the Borrower
may borrow, pay or prepay and reborrow Committed Loans on or after the Closing
Date and prior to the Maturity Date, subject to the terms, conditions and
limitations set forth herein.

            SECTION 2.02. Committed Loans.

            (a) Each Committed Loan shall be made as part of a Borrowing
consisting of Committed Loans made by the Lenders ratably in accordance with
their respective Commitments; provided, however, that the failure of any Lender
to make any Committed Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it


                                       21

being understood, however, that no Lender shall be responsible for the failure
of any other Lender to make any Committed Loan required to be made by such other
Lender). The Committed Loans comprising each Borrowing shall be in a minimum
aggregate principal amount of $10,000,000 (or an aggregate principal amount
equal to the remaining balance of the Commitments) and in an integral multiple
of $1,000,000 in excess thereof.

            (b) Each Borrowing of Committed Loans shall be comprised entirely of
ABR Loans or Eurodollar Loans, as the Borrower may request pursuant to Section
2.02(f). Each Lender may at its option fulfill its Commitment with respect to
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement and any applicable Note. Borrowings of more than one
Type may be outstanding at the same time; provided, however, that the Borrower
shall not be entitled to request any Borrowing which, if made, would result in
more than eight Interest Periods being outstanding hereunder at any one time.
For purposes of the foregoing, Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Loans.

            (c) Subject to paragraph (e) below, each Lender shall make a
Committed Loan in the amount of its pro rata portion, as determined under
Section 2.15, of each Borrowing of Committed Loans hereunder on the proposed
date thereof by wire transfer of immediately available funds to the
Administrative Agent in New York, New York, not later than 1:30 p.m., New York
City time, and the Administrative Agent shall by 3:00 p.m., New York City time,
credit the amounts so received to the general deposit account of the Borrower
with the Administrative Agent or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not have been met, return
the amounts so received to the respective Lenders. Unless the Administrative
Agent shall have received notice from a Lender prior to the date of any
Borrowing of Committed Loans that such Lender will not make available to the
Administrative Agent such Lender's portion of such Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with this
paragraph (c) and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have made such portion available
to the Administrative Agent, such Lender and the Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Committed Loans comprising such Borrowing and (ii)
in the case of such Lender, the Federal Funds Effective Rate. If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender's Committed Loan as part of such Borrowing for
purposes of this Agreement.


                                       22

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

            (e) The Borrower may elect to convert or continue all or any part of
any Borrowing of Committed Loans with a Borrowing of Committed Loans of the same
or a different Type, subject to the conditions and limitations set forth in this
Agreement. Any Borrowing of Committed Loans or part thereof so converted or
continued shall be deemed to be repaid or prepaid in accordance with Section
2.04 or 2.11, as applicable, with the proceeds of a new Borrowing of Committed
Loans, and the proceeds of the new Borrowing of Committed Loans, to the extent
they do not exceed the principal amount of the Borrowing of Committed Loans
being converted or continued, shall not be paid by the Lenders to the
Administrative Agent or by the Administrative Agent to the Borrower pursuant to
paragraph (c) above.

            (f) The Borrower shall give the Administrative Agent written or
facsimile notice (or telephone notice promptly confirmed in writing or by
facsimile) (a) in the case of a Eurodollar Committed Borrowing, not later than
11:00 a.m., New York City time, three Business Days before a proposed borrowing
and (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City
time, on the Business Day of a proposed borrowing. Such notice shall be
irrevocable and shall in each case refer to this Agreement and specify (i)
whether the Borrowing then being requested is to be a Eurodollar Committed
Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a
Business Day) and the amount thereof; and (iii) if such Borrowing is to be a
Eurodollar Committed Borrowing, the Interest Period with respect thereto. If no
election as to the Type of Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period with
respect to any Eurodollar Committed Borrowing is specified in any such notice,
then the Borrower shall be deemed to have selected an Interest Period of one
month's duration. If the Borrower shall not have given notice in accordance with
this Section 2.02(f) of its election to convert or continue a Borrowing of
Committed Loans prior to the end of the Interest Period in effect for such
Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end
of such Interest Period) be deemed to have given notice of an election to
convert or continue such Borrowing as an ABR Borrowing. The Administrative Agent
shall promptly advise the Lenders of any notice given or deemed given pursuant
to this Section 2.02(f), of each Lender's portion of the requested Borrowing of
Committed Loans and of the Alternate Base Rate or Adjusted LIBO Rate applicable
to such Borrowing.

            SECTION 2.03. Competitive Loans.

            (a) In addition to Committed Loans, the Borrower may request that
the Lenders make Competitive Loans hereunder. In order to request Competitive
Loans, the Borrower shall hand deliver or telecopy to the Administrative Agent a
duly completed Competitive Bid Request in the form of Exhibit F-1 hereto, to be
received by the Administrative Agent (i) in the case of a Eurodollar Competitive
Borrowing, not later than 11:00 a.m., New York City time, four Business Days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Competitive Borrowing (other than in


                                       23

connection with any Fixed Rate Competitive Borrowing on the Closing Date), not
later than 11:00 a.m., New York City time, one Business Day before a proposed
Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a
Competitive Bid Request. A Competitive Bid Request that does not conform
substantially to the format of Exhibit F-1 may be rejected in the Administrative
Agent's sole discretion, and the Administrative Agent shall promptly notify the
Borrower of such rejection by telecopier. Each Competitive Bid Request shall
refer to this Agreement and specify (x) whether the Competitive Borrowing then
being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate
Competitive Borrowing, (y) the date of such Borrowing (which shall be a Business
Day) and the aggregate principal amount thereof which shall be in an integral
multiple of $1,000,000 and not less than $25,000,000, and (z) the Interest
Period with respect thereto, which may not end after the Maturity Date. Promptly
after its receipt of a Competitive Bid Request that is not rejected as
aforesaid, the Administrative Agent shall invite by telecopier (in the form set
forth in Exhibit F-2 hereto) the Lenders to bid, on the terms and conditions of
this Agreement, to make Competitive Loans pursuant to the Competitive Bid
Request.

            (b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to the Borrower in response to a Competitive Bid Request. Each
Competitive Bid shall be in the form of Exhibit F-3 hereto and must be received
by the Administrative Agent via telecopier (i) in the case of a Eurodollar
Competitive Borrowing, not later than 11:30 a.m., New York City time, three
Business Days before a proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Competitive Borrowing, not later than 11:30 a.m., New York City time,
on the day of a proposed Competitive Borrowing. Multiple bids will be accepted
by the Administrative Agent. Competitive Bids that do not conform substantially
to the format of Exhibit F-3 may be rejected by the Administrative Agent, and
the Administrative Agent shall notify the Lender making such nonconforming bid
of such rejection as soon as practicable. Each Competitive Bid shall refer to
this Agreement and specify (x) the principal amount (which shall be in a minimum
principal amount of $5,000,000 and in an integral multiple of $1,000,000 and
which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Competitive Loans that the
Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or
Competitive Bid Rates at which the Lender is prepared to make the Competitive
Loan or Competitive Loans and (z) the Interest Period thereof (which shall not
end after the Maturity Date applicable to such Lender). If any Lender shall fail
to deliver a conforming Competitive Bid to the Administrative Agent prior to the
date and time indicated in this paragraph (b), such Lender shall be deemed to
have elected not to make a Competitive Bid.

            (c) The Administrative Agent shall promptly notify the Borrower by
telecopier of all Competitive Bids made, the Competitive Bid Rate and the
principal amount of each proposed Competitive Loan in respect of which a
Competitive Bid was made, the Interest Period thereof and the identity of the
Lender that made each bid. The Administrative Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section 2.03.


                                       24

            (d) The Borrower may in its sole and absolute discretion, subject
only to the provisions of this paragraph (d), accept or reject any Competitive
Bid referred to in paragraph (c) above. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopier in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
to accept or reject any of or all the bids referred to in paragraph (c) above,
(x) in the case of a Eurodollar Competitive Borrowing, not later than 12:00
noon, New York City time, three Business Days before a proposed Competitive
Borrowing, and (y) in the case of a Fixed Rate Competitive Borrowing, not later
than 12:00 noon, New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that (i) the failure by the Borrower to give such
notice prior to the date and time indicated in this paragraph shall be deemed to
be a rejection of all the bids referred to in paragraph (c) above, (ii) the
Borrower shall not accept a bid made at a particular Competitive Bid Rate if the
Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii)
the aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the principal amount specified in the Competitive Bid Request, (iv) if
the Borrower shall accept a bid or bids made at a particular Competitive Bid
Rate but the amount of such bid or bids shall cause the total amount of bids to
be accepted by the Borrower to exceed the amount specified in the Competitive
Bid Request, then the Borrower shall accept a portion of such bid or bids in an
amount equal to the amount specified in the Competitive Bid Request less the
amount of all other Competitive Bids accepted with respect to such Competitive
Bid Request, which partial acceptance, in the case of multiple bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such bid at such Competitive Bid Rate, and (v) except pursuant to clause
(iv) above, no bid shall be accepted for a Competitive Loan unless such
Competitive Loan is in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; provided further, however, that if a Competitive Loan
must be in an amount less than $5,000,000 because of the provisions of clause
(iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples of
$1,000,000 in a manner which shall be in the discretion of the Borrower. A
notice given by the Borrower pursuant to this paragraph (d) shall be
irrevocable. A Competitive Loan shall be extended to the Borrower only if (and
upon such extension of each Competitive Loan the Borrower shall be deemed to
represent and warrant that), after giving effect to such extension, the sum of
the total Committed Loans plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the Total Commitment.

            (e) The Administrative Agent shall promptly notify each bidding
Lender whether or not its Competitive Bid has been accepted (and if so, in what
amount and at what Competitive Bid Rate) by telecopier sent by the
Administrative Agent, and each successful bidder will thereupon become bound,
subject to the other applicable conditions hereof, to make the Competitive Loan
in respect of which its bid has been accepted by the time and in the manner set
forth in the first sentence of Section 2.02(c).

            (f) A Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request.


                                       25

            (g) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such bid directly to the
Borrower not later than one quarter of an hour earlier than the latest time at
which the other Lenders are required to submit their bids to the Administrative
Agent pursuant to paragraph (b) above.

            (h) All notices required by this Section 2.03 shall be given in the
manner specified herein and otherwise in accordance with Section 10.01.

            SECTION 2.04. Notes; Repayment of Loans. The Loans made by each
Lender shall, upon request of a Lender, be evidenced by a Note duly executed on
behalf of the Borrower, dated the Closing Date, in substantially the form
attached hereto as Exhibit A, with the blanks appropriately filled, payable to
the order of such Lender. The outstanding principal balance of each Loan, as may
be evidenced by such a Note, shall be payable on the last day of the Interest
Period applicable to such Loan and on the Maturity Date. Each Loan shall bear
interest from the date of the first borrowing hereunder on the outstanding
principal balance thereof as set forth in Section 2.07. To the extent any Notes
have been issued, each Lender shall, and is hereby authorized by the Borrower
to, endorse on the schedule attached to each Note delivered to such Lender (or
on a continuation of such schedule attached to such Note and made a part
thereof), or otherwise to record in such Lender's internal records, an
appropriate notation evidencing the date and amount of each Loan from such
Lender, each payment and prepayment of principal of any such Loan, each payment
of interest on any such Loan and the other information provided for on such
schedule; provided, however, that the failure of any Lender to make such a
notation or any error therein shall not affect the obligation of the Borrower to
repay the Loans made by such Lender in accordance with the terms of this
Agreement and the applicable Notes.

            SECTION 2.05. Intentionally Omitted.

            SECTION 2.06. Fees.

            (a) The Borrower agrees to pay to each Lender, through the
Administrative Agent, on each February 15, May 15, August 15 and November 15 and
on the Maturity Date or the date on which the Commitment of such Lender shall be
terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per
annum equal to the Applicable Facility Fee Percentage from time to time in
effect on the amount of Commitment of such Lender from time to time in effect,
whether used or unused, during the three-month period ending on such payment
date (or shorter period commencing with the Effective Date, or ending with the
Maturity Date or any date on which the Commitment of such Lender shall be
terminated). The Facility Fee due to each Lender shall commence to accrue on the
Effective Date and shall cease to accrue on the earlier of the Maturity Date and
the termination of the Commitment of such Lender as provided herein. For
purposes of calculating the Facility Fee, if the Commitments have been
terminated, the Facility Fee shall be payable on the outstanding principal
amount of the Loans.


                                       26

            (b) The Borrower agrees to pay to the Administrative Agent all fees
and other amounts as shall (i) be specified in writing by the Borrower and the
Administrative Agent prior to the Closing Date, or (ii) otherwise be agreed to
in writing from time to time by the Borrower and the Administrative Agent.

            (c) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Administrative Agent and the Lenders. Once paid, none of
the Fees shall be refundable under any circumstances. Except as otherwise
provided herein, all computations of Fees hereunder shall be made on the basis
of the actual number of days elapsed in a year of 360 days.

            SECTION 2.07. Interest on Loans.

            (a) Subject to the provisions of Section 2.08, the Loans comprising
each ABR Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin minus 1.00%.

            (b) Subject to the provisions of Section 2.08, the Loans comprising
each Eurodollar Committed Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

            (c) Subject to the provisions of Section 2.08, the Loans comprising
each Eurodollar Competitive Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus or minus the Competitive Margin, as offered by the Lender and
accepted by the Borrower pursuant to Section 2.03.

            (d) Subject to the provisions of Section 2.08, the Loans comprising
each Fixed Rate Competitive Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal to the Fixed Rate offered by the Lender and accepted by the Borrower
pursuant to Section 2.03.

            (e) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate, Adjusted LIBO Rate or Fixed Rate for each
Interest Period or day within an Interest Period, as the case may be, shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

            SECTION 2.08. Additional Interest. If the Borrower shall default in
the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, the Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount up to (but not


                                       27

including) the date of actual payment (after as well as before judgment) at a
rate per annum (computed on the basis of the actual number of days elapsed over
a year of 360 days) equal to the rate applicable to ABR Loans plus 2.0% (the
"Default Rate").

            SECTION 2.09. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan or Eurodollar Competitive Loan during such Interest Period,
or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate,
the Administrative Agent shall, as soon as practicable thereafter, give written
or facsimile notice of such determination to the Borrower and the Lenders. In
the event of any such determination, until the Administrative Agent shall have
advised the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any request by the Borrower for a Eurodollar
Committed Borrowing pursuant to Section 2.02(f) shall be deemed to be a request
for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar
Competitive Borrowing pursuant to Section 2.03 shall be of no force or effect
and shall be rejected by the Administrative Agent. Each determination by the
Administrative Agent hereunder shall be conclusive absent manifest error.

            SECTION 2.10. Termination and Reduction of Commitments.

            (a) The Commitments shall automatically terminate on the Maturity
Date.

            (b) Upon at least three Business Days' prior irrevocable written
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Total Commitment; provided, however, that (i) each partial reduction of the
Total Commitment shall be in a minimum principal amount of $10,000,000 and
integral multiples of $1,000,000 in excess of that amount and (ii) a partial
reduction shall not be permitted if, as a result thereof, the Total Commitment
would total less than $10,000,000.

            (c) Each reduction in the Commitments hereunder shall be made (i)
ratably among the Lenders in accordance with their respective applicable
Commitments and (ii) pro rata to each of the Guaranteed Portion and the
Non-Guaranteed Portion. The Borrower shall pay to the Administrative Agent for
the account of the Lenders, on the date of each termination or reduction, the
Fees on the amount of the Commitments so terminated or reduced accrued through
the date of such termination or reduction.

            (d) No termination or reduction of the Commitments hereunder shall
be made which would reduce the Total Commitment to an amount less than the
aggregate principal amount of the Loans then outstanding to the Borrower (after
giving effect to any principal payments made pursuant to Section 2.11(b) in
connection with such termination or reduction).


                                       28

            SECTION 2.11. Prepayment.

            (a) The Borrower shall have the right at any time and from time to
time to prepay any Borrowing (other than a Competitive Borrowing, which may only
be prepaid with the prior written consent of the relevant Lender), in whole or
in part, (i) in the case of Eurodollar Loans, upon at least three Business Days'
prior written notice (or telephone notice promptly confirmed by written notice)
to the Administrative Agent and (ii) in the case of ABR Loans, upon written
notice (or telephone notice promptly confirmed by written notice) to the
Administrative Agent on the day of such prepayment; provided, however, that each
partial prepayment shall be in an amount of not less than $5,000,000 and
integral multiples of $1,000,000 in excess thereof. Each notice of prepayment
shall specify the prepayment date and the principal amount of each Borrowing (or
portion thereof) to be prepaid, shall be irrevocable and shall commit the
Borrower to prepay such Borrowing by the amount stated therein on the date
stated therein.

            (b) On the date of any pro-rata termination or reduction of the
Commitments pursuant to Section 2.10, the Borrower shall pay or prepay so much
of the Borrowings as shall be necessary in order that the aggregate principal
amount of the Loans outstanding will not exceed the aggregate Commitments after
giving effect to such termination or reduction.

            (c) All prepayments under this Section 2.11 shall (i) include
accrued interest on the principal amount being prepaid to the date of payment
and shall be applied to payment of interest before application to principal and
(ii) be subject to Section 2.14 but otherwise without premium or penalty.

            SECTION 2.12. Reserve Requirements; Change in Circumstances.

            (a) Notwithstanding any other provision herein, if after the date of
this Agreement any change in applicable law or regulation or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to any Lender of
the principal of or interest on any Eurodollar Loan, Eurodollar Competitive Loan
or Fixed Rate Competitive Loan made by such Lender or any Fees or other amounts
payable hereunder (other than changes in respect of taxes imposed on the overall
net income of such Lender by the jurisdiction in which such Lender has its
principal office or by any political subdivision or taxing authority therein),
or shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits, commitment of, with or for the
account of or credit extended by such Lender (except any such reserve
requirement which is reflected in the Adjusted LIBO Rate) or shall impose on
such Lender or the London interbank market any other condition affecting this
Agreement or any Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate
Competitive Loan made by such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any such
Loan, or to reduce the amount of any sum received or receivable by such Lender
hereunder or under the Notes (whether of principal, interest or otherwise) by an
amount deemed by such Lender to be material, then the Borrower will pay to such


                                       29

Lender in accordance with Section 2.12(c) such additional amount or amounts as
will compensate such Lender for such additional costs incurred or reduction
suffered.

            (b) If any Lender shall have determined that the applicability of
any law, rule, regulation, agreement or guideline adopted pursuant to or arising
out of the July 1988 report of the Basle Committee on Banking Regulations and
Supervisory Practices entitled "International Convergence of Capital Measurement
and Capital Standards", or the adoption after the date hereof of any other law,
rule, regulation, agreement or guideline regarding capital adequacy, or any
change in any of the foregoing or in the interpretation or administration of any
of the foregoing by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or any lending office of such Lender) or any Lender's holding
company with any request, guideline or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender
pursuant hereto to a level below that which such Lender or such Lender's holding
company could have achieved but for such applicability, adoption, change or
compliance (taking into consideration such Lender's policies and the policies of
such Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time the Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

            (c) A certificate of each Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding company
as specified in paragraph (a) or (b) above, as the case may be, shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay each Lender the amount shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.

            (d) Failure on the part of any Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such Lender's right to demand compensation with respect to such period or any
other period. The protection of this Section shall be available to each Lender
regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, guideline or other change or condition which shall
have occurred or been imposed.

            SECTION 2.13. Change in Legality.

            (a) Notwithstanding any other provision herein, if any change in any
law or regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or Eurodollar Competitive
Loan or to give effect to its obligations as contemplated hereby with respect to
any Eurodollar Loan or Eurodollar


                                       30

Competitive Loan, then, by written notice to the Borrower and to the
Administrative Agent, such Lender may:

            (i) declare that Eurodollar Loans will not thereafter be made by
      such Lender hereunder, whereupon any request by the Borrower for a
      Eurodollar Committed Borrowing shall, as to such Lender only, be deemed a
      request for an ABR Loan unless such declaration shall be subsequently
      withdrawn;

            (ii) require that all outstanding Eurodollar Loans or Eurodollar
      Competitive Loans made by it be converted to ABR Loans, in which event all
      such Eurodollar Loans and Eurodollar Competitive Loans shall be
      automatically converted to ABR Loans as of the effective date of such
      notice as provided in paragraph (b) below; and

            (iii) declare that Eurodollar Competitive Loans will not thereafter
      be made by such Lender hereunder, whereupon such Lender shall not submit a
      Competitive Bid in response to a request for Eurodollar Competitive Loans
      and any obligation of such Lender relating to any Competitive Bid, whether
      or not accepted by the Borrower, shall be of no force or effect and shall
      immediately terminate.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans or Eurodollar Competitive Loans of such Lender shall
instead be applied to repay the ABR Loans made by such Lender in lieu of, or
resulting from the conversion of, such Eurodollar Loans or Eurodollar
Competitive Loans.

            (b) For purposes of this Section 2.13, a notice to the Borrower by
any Lender shall be effective as to each Eurodollar Loan or Eurodollar
Competitive Loan, if lawful, on the last day of the Interest Period currently
applicable to such Eurodollar Loan or Eurodollar Competitive Loan; in all other
cases such notice shall be effective on the date of receipt by the Borrower.

            SECTION 2.14. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense which such Lender may sustain or incur as a
consequence of (a) any failure by the Borrower to fulfill on the date of any
borrowing hereunder the applicable conditions set forth in Article IV, (b) any
failure by the Borrower to borrow, to convert or to continue any Loan hereunder
after irrevocable notice of such borrowing or refinancing has been given
pursuant to Section 2.02(f) or Section 2.03, (c) any payment or prepayment of a
Eurodollar Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan
required by any other provision of this Agreement or otherwise made or deemed
made on a date other than the last day of the Interest Period applicable
thereto, (d) any default in payment or prepayment of the principal amount of any
Loan or any part thereof or interest accrued thereon, as and when due and
payable (at the due date thereof, whether by scheduled maturity, acceleration,
irrevocable notice of prepayment or otherwise) or (e) the occurrence of any
Default or Event of Default, including, in each


                                       31

such case, any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Loan or any part thereof as a Eurodollar
Loan, Eurodollar Competitive Loan or Fixed Rate Competitive Loan. Such loss or
reasonable expense shall include an amount equal to the excess, if any, as
reasonably determined by such Lender, of (i) its cost of obtaining the funds for
the Loan being paid, prepaid or not borrowed (assumed, except in the case of a
Fixed Rate Competitive Loans, to be the Adjusted LIBO Rate) for the period from
the date of such payment, prepayment or failure to borrow to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan which would have commenced on the date of such
failure) over (ii) the amount of interest (as reasonably determined by such
Lender) that would be realized by such Lender in reemploying the funds so paid,
prepaid or not borrowed for such period or Interest Period, as the case may be.
A certificate of any Lender setting forth any amount or amounts which such
Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.

            SECTION 2.15. Pro Rata Treatment. Except as required under Sections
2.13 or 2.19(a), each ABR Borrowing and Eurodollar Committed Borrowing, each
payment or prepayment of principal of any such Borrowing, each payment of
interest on Committed Loans, each payment of the Facility Fees and each
reduction of the Commitments and each conversion or continuation of any ABR
Borrowing or Eurodollar Committed Borrowing with a Borrowing of any Type (other
than a Competitive Loan), shall be allocated pro rata among the Lenders in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Committed Loans). Each payment or prepayment of principal
and each payment of interest on any Competitive Loan shall be allocated pro rata
among the Lenders participating in such Competitive Borrowing in accordance with
the respective principal amounts of their outstanding Competitive Loans
comprising such Competitive Borrowing. Each Lender shall be required to fund its
pro rata share of any Committed Loan irrespective of whether it has participated
in a Competitive Borrowing. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing, computed in
accordance with Section 2.01, to the next higher or lower whole dollar amount.

            SECTION 2.16. Sharing of Setoffs. Each Lender agrees that if it
shall, through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower, or pursuant to a secured claim under Section 506 of Title
11 of the United States Code or other security or interest arising from, or in
lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means,
obtain payment (voluntary or involuntary) in respect of any Loan as a result of
which the unpaid principal portion of its Loans shall be proportionately less
than the unpaid principal portion of the Loans of any other Lender, it shall be
deemed simultaneously to have purchased from such other Lender at face value,
and shall promptly pay to such other Lender the purchase price for, a
participation in the Loans of such other Lender, so that the aggregate unpaid
principal amount of the Loans, and participations in Loans held by each Lender
shall be in the same proportion to the


                                       32

aggregate unpaid principal amount of all Loans then outstanding as the principal
amount of its Loans prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of all Loans outstanding
prior to such exercise of banker's lien, setoff or counterclaim or other event;
provided, however, that, if any such purchase or purchases or adjustments shall
be made pursuant to this Section 2.16 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower expressly consents to the
foregoing arrangements and agrees that any Lender holding an interest and
participation in a Loan deemed to have been so purchased may exercise any and
all rights of banker's lien, setoff or counterclaim with respect to any and all
moneys owing by the Borrower to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to the Borrower in the amount of such
participation.

            SECTION 2.17. Payments.

            (a) The Borrower shall make each payment (including principal of or
interest on any Borrowing or any Fees or other amounts) hereunder and under any
other Loan Document not later than 12:00 (noon), New York City time, on the date
when due in dollars to the Administrative Agent at its offices at One Chase
Manhattan Plaza, 8th Floor, New York, New York, in immediately available funds,
without defense, recoupment, set-off or counterclaim.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
interest or Fees, if applicable.

            SECTION 2.18. Taxes.

            (a) Any and all payments by the Borrower hereunder shall be made
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding taxes imposed on the net income of the Administrative
Agent or any Lender (or any transferee or assignee thereof, including a
Participant (any such entity being called a "Transferee")) and franchise taxes
imposed on the Administrative Agent or any Lender (or Transferee) by the United
States or any jurisdiction under the laws of which the Administrative Agent or
any such Lender (or Transferee) is organized or any political subdivision
thereof (all such nonexcluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to the Lenders (or any Transferee) or the Administrative
Agent, (i) the sum payable shall be increased by the amount necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.18) such Lender (or Transferee) or
the Administrative Agent (as the case may be) shall receive an amount equal to
the sum it would have received had no such


                                       33

deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant taxing authority or
other Governmental Authority in accordance with applicable law.

            (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

            (c) The Borrower will indemnify each Lender (and each Transferee)
and the Administrative Agent for the full amount of Taxes and Other Taxes paid
by such Lender (or Transferee) or the Administrative Agent, as the case may be,
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted by the relevant taxing authority or other Governmental
Authority. Such indemnification shall be made within 30 days after the date any
Lender (or Transferee) or the Administrative Agent, as the case may be, makes
written demand therefor. If a Lender (or Transferee) or the Administrative Agent
shall become aware that it is entitled to receive a refund in respect of Taxes
or Other Taxes as to which it has been indemnified by the Borrower pursuant to
this Section 2.18, it shall promptly notify the Borrower of the availability of
such refund and shall, within 30 days after receipt of a request by the
Borrower, apply for such refund at the Borrower's expense (and reasonably
cooperate with the Borrower at the Borrower's expense to obtain such refund). If
any Lender (or Transferee) or the Administrative Agent receives a refund in
respect of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower pursuant to this Section 2.18, it shall promptly notify the Borrower of
such refund and shall, within 30 days after receipt of a request by the Borrower
(or promptly upon receipt, if the Borrower has requested application for such
refund pursuant hereto), pay such refund to the Borrower (to the extent of
amounts that have been paid by the Borrower under this Section 2.18 with respect
to such refund), net of all out-of-pocket expenses of such Lender (or Transferee
of the Administrative Agent) and without interest; provided that the Borrower,
upon the request of such Lender (or Transferee) or the Administrative Agent,
agrees to return such refund (plus penalties, interest or other charges) to such
Lender (or Transferee) or the Administrative Agent in the event such Lender (or
Transferee) or the Administrative Agent is required to repay such refund.
Nothing contained in this paragraph (c) shall require any Lender (or Transferee)
or the Administrative Agent to make available any of its tax returns (or any
other information relating to its taxes which it deems to be confidential).

            (d) Within 30 days after the date of any payment of Taxes or Other
Taxes withheld by the Borrower in respect of any payment to any Lender (or
Transferee) or the Administrative Agent, the Borrower will furnish to the
Administrative Agent, at its address referred to in Section 10.01, the original
or a certified copy of a receipt evidencing payment thereof.


                                       34

            (e) Upon the written request of the Borrower, each Lender (or
Transferee) that is organized under the laws of a jurisdiction outside the
United States shall, if legally able to do so, prior to the immediately
following due date of any payment by the Borrower hereunder, deliver to the
Borrower such certificates, documents or other evidence, as required by the Code
or Treasury Regulations issued pursuant thereto, including Internal Revenue
Service Form W8-BEN or Form W8-ECI and any other certificate or statement of
exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or
1.1441-6(c) or any subsequent version thereof or successors thereto, properly
completed and duly executed by such Lender (or Transferee) establishing that
such payment is (i) not subject to United States Federal withholding tax under
the Code because such payment is effectively connected with the conduct by such
Lender (or Transferee) of a trade or business in the United States or (ii)
totally exempt from United States Federal withholding tax, or subject to a
reduced rate of such tax under a provision of an applicable tax treaty. Unless
the Borrower and the Administrative Agent have received forms or other documents
satisfactory to them indicating that such payments hereunder or under the Notes
are not subject to United States Federal withholding tax or are subject to such
tax at a rate reduced by an applicable tax treaty, the Borrower or the
Administrative Agent shall withhold taxes from such payments at the applicable
statutory rate.

            (f) The Borrower shall not be required to pay any additional amounts
to any Lender (or Transferee) in respect of United States Federal withholding
tax pursuant to paragraph (a) above if the obligation to pay such additional
amounts would not have arisen but for a failure by such Lender (or Transferee)
to comply with the provisions of paragraph (e) above; provided, however, that
the Borrower shall be required to pay those amounts to any Lender (or
Transferee) that it was required to pay hereunder prior to the failure of such
Lender (or Transferee) to comply with the provisions of such paragraph (e).

            (g) Any Lender (or Transferee) claiming any additional amounts
payable pursuant to this Section 2.18 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
requested by the Borrower or to change the jurisdiction of its applicable
lending office if the making of such a filing or change would avoid the need for
or reduce the amount of any such additional amounts which may thereafter accrue
and would not, in the sole determination of such Lender, be otherwise
disadvantageous to such Lender (or Transferee).

            SECTION 2.19. Termination or Assignment of Commitments Under Certain
Circumstances. In the event that any Lender shall become subject to any
receivership, conservatorship or other insolvency proceeding, the Borrower shall
have the right, at its own expense, upon notice to such Lender and the
Administrative Agent, (a) so long as no Event of Default or Default shall have
occurred and be continuing, to terminate the Commitment of such Lender or (b) to
require such Lender to transfer and assign without recourse (in accordance with
and subject to the restrictions contained in Section 10.04) all its interests,
rights and obligations under this Agreement to an Eligible Assignee which shall
assume such obligations; provided that (i) no such termination or assignment
shall conflict with any law, rule, regulation or order of any Governmental


                                       35

Authority and (ii) the Borrower or the Eligible Assignee, as the case may be,
shall pay to the affected Lender in immediately available funds on the date of
such termination or assignment the principal of and interest accrued to the date
of payment on the Loans made by it hereunder and all other amounts accrued for
its account or owed to it hereunder.

            SECTION 2.20. Increase in Commitments.

            (a) The Borrower may from time to time request an increase in the
Total Commitment by an aggregate amount not to exceed $50,000,000; provided,
that there exists no Default or Event of Default and the amount of the increase
may be incurred as "Priority Indebtedness" under the Indebtedness and other
agreements described on Schedule 6.01. The Borrower may request the increase by
(i) agreeing with one or more existing Lenders (each, an "Assuming Lender") that
such Lender's Commitment shall be increased or (ii) designating one or more
Eligible Assignees not theretofore a Lender to become a Lender (each an
"Additional Lender") by executing a Joinder Agreement, which designation shall
be subject to the approval of the Administrative Agent. No Lender shall be
obligated to increase such Lender's Commitment.

            (b) If the Total Commitment is increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective
date of such increase (the "Increase Effective Date") and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower
and the Lenders of the final allocation of such increase and the Increase
Effective Date. On the Increase Effective Date, the Borrower shall repay all of
the outstanding Loans (and pay any additional amounts required pursuant to
Section 2.14, if any, if the Increase Effective Date is not the last day of any
Interest Period applicable to the Loans being repaid) and shall reborrow such
Loans from the Lenders, the Additional Lenders and the Assuming Lenders so that
the Percentage of each Lender, each Additional Lender and each Assuming Lender
in the Total Commitment shall be identical to its Percentage of the outstanding
Loans.

            (c) As a condition precedent to such increase, the Borrower shall
deliver to the Administrative Agent (i) a Compliance Certificate demonstrating
pro forma compliance with the covenants contained in Sections 5.12, 6.02, 6.04,
6.10 and 6.11 and Article VII after giving effect to such increase and (ii) a
certificate of the Borrower dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by the president, chief executive
officer or a Financial Officer of the Borrower (i) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such increase and
(ii) certifying that, before and after giving effect to such increase, the
representations and warranties contained in Article III are true and correct in
all material respects on and as of the Increase Effective Date, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date, and no Default or Event of Default exists. The Borrower
shall deliver new or amended Notes reflecting the increased Commitment of any
Lender holding or requesting a Note. The Administrative Agent shall distribute
an amended Schedule 2.01 (which shall be deemed incorporated into this
Agreement), to reflect any changes therein resulting from such increase.


                                       36

            (d) This Section shall supersede any provisions in Section 2.15 or
10.08 to the contrary.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to each of the Lenders and the
Administrative Agent that:



                                       37

            SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted, (c) is qualified to
do business in every jurisdiction where such qualification is required, except
where the failure so to qualify would not result in a Material Adverse Effect,
and (d) has the corporate power and authority to execute, deliver and perform
its obligations under each of the Loan Documents and each other agreement or
instrument contemplated thereby to which it is or will be a party and to borrow
hereunder.

            SECTION 3.02. Authorization. The execution, delivery and performance
by each Loan Party of each of the Loan Documents to which it is a party and the
borrowings hereunder (collectively, the "Transactions") (a) have been duly
authorized by all requisite corporate and, if required, stockholder action and
(b) will not (i) violate (A) any provision of law, statute, rule or regulation,
or of the certificate or articles of incorporation or other constitutive
documents or by-laws of the Borrower or any of its Subsidiaries, (B) any order,
writ, ruling, injunction or decree of any Governmental Authority or (C) any
provision of any indenture, agreement or other instrument to which the Borrower
or any of its Subsidiaries is a party or by which any of them or any of their
property is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
such indenture, agreement or other instrument or (iii) result in the creation or
imposition of (or the obligation to create or impose) any Lien upon or with
respect to any property or assets now owned or hereafter acquired by the
Borrower or any of its Subsidiaries.

            SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document to
which it is a party when executed and delivered by the Borrower will constitute,
a legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms.

            SECTION 3.04. Governmental and Other Approvals. No action, consent
or approval of, registration or filing with or any other action by any
Governmental Authority or any third party is or will be required in connection
with the Transactions or the enforceability of the Loan Documents, to which any
Loan Party is a party, except such as have been made or obtained and are in full
force and effect.

            SECTION 3.05. Financial Statements. The Borrower has heretofore
furnished to the Lenders its consolidated and consolidating balance sheets and
statements of income and cash flows as of and for the fiscal year ended March
31, 2001, audited by and accompanied by the opinion of PricewaterhouseCoopers
LLP, independent public accountants. Such financial statements present fairly
the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries as of such date and for such period. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of the Borrower and its consolidated Subsidiaries as of the date


                                       38

thereof. Such financial statements were prepared in accordance with GAAP applied
on a consistent basis.

            SECTION 3.06. No Material Adverse Change. There has been no Material
Adverse Change since March 31, 2001.

            SECTION 3.07. Title to Properties; Possession Under Leases.

            (a) Each of the Borrower and its Subsidiaries has good and
marketable title to, or valid leasehold interests in, all its material
properties and assets, except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties and assets for their intended purposes. All such material
properties and assets are free and clear of Liens, other than Liens expressly
permitted by Section 6.03.

            (b) Each of the Borrower and its Subsidiaries has complied with all
obligations under all material leases to which it is a party and all such leases
are in full force and effect. Each of the Borrower and its Subsidiaries enjoys
peaceful and undisturbed possession under all such material leases.

            SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the
Closing Date a list of the Borrower's Subsidiaries and the percentage ownership
interest of the Borrower therein. The capital stock of each such Subsidiary is
duly authorized, validly issued and fully paid and nonassessable. The Borrower
has no majority ownership interest in any Person other than a Person that is a
Subsidiary of the Borrower.

            SECTION 3.09. Litigation; Compliance with Laws.

            (a) There are no actions, suits, investigations or proceedings at
law or in equity or by or before any Governmental Authority now pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of its Subsidiaries or any business, property or rights of any such Person
(i) which involve any Loan Document or the Transactions or (ii) as to which
there is a reasonable possibility of an adverse determination and which, if
adversely determined, could, individually or in the aggregate, result in a
Material Adverse Effect.

            (b) Neither the Borrower nor any of its Subsidiaries is in violation
of any law, rule or regulation, or in default with respect to any judgment,
writ, ruling, injunction or decree of any Governmental Authority, where such
violation or default could result in a Material Adverse Effect.

            SECTION 3.10. Agreements.

            (a) Neither the Borrower nor any of its Subsidiaries is a party to
any agreement or instrument or subject to any corporate restriction that has
resulted or could result in a Material Adverse Effect.


                                       39

            (b) Neither the Borrower nor any of its Subsidiaries is in default
in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could result in a Material
Adverse Effect.

            SECTION 3.11. Federal Reserve Regulations.

            (a) Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

            (b) No part of the proceeds of any Loan or will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or carry Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or X.

            SECTION 3.12. Governmental Regulation. Neither the Borrower nor any
of its Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended, (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended, or (c) subject to any other Federal or
state statute or regulation limiting its ability to incur Indebtedness for money
borrowed. The Borrower is not subject to the Interstate Commerce Act.

            SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of
the Loans only (i) to pay all outstanding obligations under the existing 5-Year
Credit Agreement dated as of June 30, 1997 among the Borrower, The Chase
Manhattan Bank, N.A., as administrative agent, and the lenders named therein (as
amended, the "Existing Facility"), (ii) to finance the working capital needs of
the Borrower and its Subsidiaries in the ordinary course of business, and (iii)
for general corporate purposes.

            SECTION 3.14. Tax Returns. Each of the Borrower and its Subsidiaries
has filed or caused to be filed all Federal, state and local tax returns
required to have been filed by it and has paid or caused to be paid all taxes
shown to be due and payable on such returns or on any assessments received by
it, except taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary shall have set aside
on its respective books adequate reserves.

            SECTION 3.15. No Material Misstatements. No information, report,
financial statement, exhibit or schedule furnished by or on behalf of the
Borrower or any of its Subsidiaries to the Administrative Agent or any Lender in
connection with the Information Memorandum or the negotiation of any Loan
Document or included therein or delivered pursuant thereto contained, contains
or will contain any material misstatement of fact or omitted, omits or will omit
to state any material fact necessary to


                                       40

make the statements therein, in the light of the circumstances under which they
were, are or will be made, not misleading.

            SECTION 3.16. Employee Benefit Plans. Each Plan (and each related
trust, insurance contract or fund) is in substantial compliance with its terms
and with all applicable laws, including without limitation ERISA and the Code;
each Plan (and each related trust, if any) which is intended to be qualified
under Section 401(a) of the Code has received a determination letter from the
Internal Revenue Service to the effect that it meets the requirements of
Sections 401(a) and 501(a) of the Code; no Reportable Event has occurred; no
Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA)
is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an
accumulated funding deficiency, within the meaning of such sections of the Code
or ERISA, or has applied for or received a waiver of an accumulated funding
deficiency or an extension of any amortization period, within the meaning of
Section 412 of the Code or Section 303 or 304 of ERISA; all contributions
required to be made with respect to a Plan have been timely made; neither the
Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred
any material liability (including any indirect, contingent or secondary
liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l),
515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
4971, 4975, 4980 or, with respect to a group health plan (as defined in Section
607(2) of ERISA or Section 4980B(g)(2) of the Code), under Section 4980B of the
Code or expects to incur any such liability under any of the foregoing sections
with respect to any Plan; no condition exists which presents a material risk to
the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of
incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; no proceedings have been instituted to
terminate or appoint a trustee to administer any Plan which is subject to Title
IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with
respect to the administration, operation or the investment of assets of any Plan
(other than routine claims for benefits) is pending, expected or threatened;
using actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower and
its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer
plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the date of the most recent Credit Event, would not
exceed $10,000,000; each group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees
or former employees of the Borrower, any Subsidiary of the Borrower, or any
ERISA Affiliate has at all times been operated in compliance with the provisions
of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no
lien imposed under the Code or ERISA on the assets of the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise
on account of any Plan; and the Borrower and its Subsidiaries may cease
contributions to or terminate any employee benefit plan maintained by any of
them without incurring any material liability.

            SECTION 3.17. Environmental and Safety Matters. The Borrower and
each of its Subsidiaries has complied in all material respects with all Federal,
state, local


                                       41

and other statutes, ordinances, orders, judgments, rulings and regulations
relating to environmental pollution or to environmental regulation or control or
to employee health or safety. Neither the Borrower nor any of its Subsidiaries
has received notice of any material failure so to comply. The Borrower's and its
Subsidiaries' facilities do not manage any hazardous wastes, hazardous
substances, hazardous materials, toxic substances, toxic pollutants or
substances similarly denominated, as those terms or similar terms are used in
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Hazardous Materials Transportation
Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or
any other applicable law relating to environmental pollution or employee health
and safety, in violation in any material respect of any law or any regulations
promulgated pursuant thereto. The Borrower is aware of no events, conditions or
circumstances involving environmental pollution or contamination or employee
health or safety that could reasonably be expected to result in material
liability on the part of the Borrower or any of its Subsidiaries.

            SECTION 3.18. Patents, Licenses, Franchises and Formulas. Each of
the Borrower and its Subsidiaries owns all the patents, trademarks, permits,
service marks, trade names, copyrights, licenses, franchises and formulas, or
rights with respect to the foregoing, and has obtained assignments of all leases
and other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, would result in a Material Adverse
Effect on the business, operations, property, assets, condition (financial or
otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries
taken as a whole.

            SECTION 3.19. Priority Indebtedness. The total amount of "Priority
Indebtedness" as defined in and as permitted under each of the documents
governing Indebtedness and other agreements of the Borrower and its Subsidiaries
on the Closing Date and an itemized list of the types and amounts of "Priority
Indebtedness" in existence on the Closing Date (including the Guaranteed
Portion) under each such Indebtedness document or other agreement are set forth
on Schedule 3.19.


                                       42

            SECTION 3.20. Liquidity. As of the Closing Date, the Borrower and
its Subsidiaries have sufficient liquidity consisting of cash, cash equivalents
and availability under credit agreements and other financing documents (for
which the conditions precedent to funding can be satisfied) to operate their
businesses in the ordinary course.

ARTICLE IV. CONDITIONS OF LENDING

            SECTION 4.01. Initial Credit Event. The obligations of the Lenders
to make the initial Loans hereunder shall not become effective until the date on
which each of the following conditions is satisfied:

            (a) The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent and the Lenders (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

            (b) Upon request of a Lender, the Administrative Agent on behalf of
such Lender shall have received a duly executed Note complying with the
provisions of Section 2.04.

            (c) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Closing Date) of outside counsel to the Borrower and its Subsidiaries acceptable
to the Administrative Agent, substantially in the form of Exhibit E, and
covering such other matters relating to the Borrower, the Guarantors, this
Agreement or the Transactions as the Required Lenders shall reasonably request.
The Borrower hereby requests such counsel to deliver such opinion.

            (d) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation, including all amendments thereto, of
the Borrower, U-Haul International, Inc. and Amerco Real Estate Company,
certified as of a recent date by the Secretary of State of the state of each
such Person's organization, and a certificate as to the good standing of each
such Person as of a recent date, from such Secretary of State; (ii) a
certificate of the Secretary or Assistant Secretary of each Loan Party dated the
Closing Date and certifying (A) that attached thereto is a true and complete
copy of the by-laws of the Borrower, U-Haul International, Inc. and Amerco Real
Estate Company as in effect on the Closing Date and at all times since a date
prior to the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of each Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which each Loan Party is a party and the
borrowings hereunder (or, if the Board of Directors of any Loan Party has
delegated the authority to adopt such resolutions to the Executive Finance
Committee thereof, then (x) the resolution of the Board of Directors of such
Loan Party evidencing such delegation and (y) the authorizing resolutions of the
Executive Finance Committee), and that such resolutions have not been modified,


                                       43

rescinded or amended and are in full force and effect, (C) that the certificate
or articles of incorporation of the Borrower, U-Haul International, Inc. and
Amerco Real Estate Company have not been amended since the date of the last
amendment thereto shown on the certificated articles of incorporation furnished
pursuant to clause (i) above, and (D) as to the incumbency and specimen
signature of each officer executing any Loan Document to which any Loan Party is
a party or any other document delivered in connection herewith on behalf of any
Loan Party; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to (ii) above; and (iv) such other documents as the Lenders
or their counsel or Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Administrative Agent, may reasonably request.

            (e) The Administrative Agent shall have received a certificate,
dated the Closing Date and signed by a Financial Officer of the Borrower,
confirming compliance with the conditions precedent set forth in paragraphs (a)
and (b) of Section 4.02.

            (f) The Administrative Agent, the Lenders and the Lead Arranger
shall have received all fees and other amounts due and payable on or prior to
the Closing Date, including, without limitation, the fees and expenses payable
to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Administrative
Agent, and to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder.

            (g) The Administrative Agent shall have received evidence
satisfactory to it that all amounts due and owing pursuant to the Existing
Facility have been paid in full substantially simultaneously with the closing of
this Facility, and the commitments of the lenders or note purchasers thereunder
have been terminated.

            (h) The Administrative Agent shall have received written
confirmation of all governmental or third party approvals which, in its sole
discretion, the Administrative Agent has deemed necessary or advisable in
connection with the financing contemplated under this Facility or the ongoing
and continuing operations of the Borrower or any of its Subsidiaries.

            (i) The Administrative Agent shall have received (i) the audited
consolidated financial statements of the Borrower for the two most recent fiscal
years ended prior to the Closing Date as to which such financial statements are
available, (ii) the unaudited interim consolidated financial statements of the
Borrower for the quarterly period ended December 31, 2001, prepared in
accordance with Rule 10-01(d) under Regulation S-X of the Securities Act of 1933
(as amended) and NASDAQ Marketplace Rule 4310(c)(14); and (iii) if the audited
consolidated financial statements of the Borrower for the fiscal year ended
March 31, 2002 are not available on the Closing Date, a draft of such audited
annual consolidated financial statements; such financial statements as required
under this Section 4.01(i) shall be in form and substance satisfactory to the
Administrative Agent.


                                       44

            (j) All legal matters incident to this Agreement and the
Transactions contemplated hereby shall be satisfactory to the Lenders and their
counsel and to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Administrative Agent.

            (k) The Administrative Agent shall have received a consent letter
from the C. T. Corporation System, presently located at 111 Eight Avenue, New
York, New York 10111 (together with any successor thereto, the "Consent Agent"),
indicating its consent to its appointment as agent to receive service of process
on behalf of the Borrower.

            (l) The Administrative Agent shall have received the Guaranty, duly
executed by the Guarantors party thereto.

            (m) The Administrative Agent shall have received the Pledge
Agreement, duly executed by the Borrower and the Guarantors party thereto,
together with (i) instruments evidencing the Pledged Debt (as defined in the
Pledge Agreement) endorsed in blank and (ii) duly executed financing statements
in appropriate form for filing under the Uniform Commercial Code in all
jurisdictions that the Administrative Agent may deem necessary or desirable in
order to perfect and protect the Liens created by the Pledge Agreement covering
the Collateral described in the Pledge Agreement; provided, that the Collateral
will exclude any assets as to which the granting of a Lien thereon would result
in a breach or violation of any agreement, indenture, contract or other document
to which the Borrower or any of its Subsidiaries is a party.

The Administrative Agent shall notify the Borrower and the Lenders of the
Closing Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied at or
prior to 3:00 p.m., New York City time, on June 28, 2002, (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

            SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

            (a) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct in all material respects on and as of
the date of such Credit Event with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date.

            (b) Each Loan Party shall be in compliance with all the terms and
provisions set forth herein and in each other Loan Document on its part to be
observed or performed, and at the time of and immediately after such Credit
Event, no Default or Event of Default shall have occurred and be continuing.

            (c) In the case of a Borrowing, the Administrative Agent shall have
received a notice of such Borrowing as required by Section 2.02(f) or 2.03.


                                       45

            Each Borrowing shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

ARTICLE V.  AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the
Administrative Agent, that so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, the Borrower will, and will cause
each of its Subsidiaries to:

            SECTION 5.01. Existence; Businesses and Properties.

            (a) Do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence, except as otherwise
expressly permitted under Section 6.04.

            (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with (i) all applicable laws, rules, regulations and
orders of any Governmental Authority, whether now in effect or hereafter
enacted, applicable to it or its property and (ii) all indentures, agreements
and other instruments binding upon it or its property; and at all times maintain
and preserve all property material to the conduct of such business and keep such
property in good repair, working order and condition and from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times.

            SECTION 5.02. Insurance. Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses, including public liability insurance against
claims for personal injury or death or property damage occurring upon, in, about
or in connection with the use of any properties owned, occupied or controlled by
it; and maintain such other insurance as may be required by law.

            SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise which, if unpaid, might
give rise to a Lien upon such properties or any part


                                       46

thereof; provided, however, that such payment and discharge shall not be
required with respect to any such tax, assessment, charge, levy or claim so long
as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the Borrower or such Subsidiary of the Borrower
shall have set aside on its respective books adequate reserves with respect
thereto.

            SECTION 5.04. Financial Statements, Reports, etc. In the case of the
Borrower, furnish to the Administrative Agent and each Lender:

            (a) (i) as soon as practicable and in any event within 60 days after
      the end of each of the first three fiscal quarters, (A) consolidated
      balance sheets of the Borrower and its Subsidiaries, (B) consolidated
      balance sheets of the Borrower and the Non-Insurance Subsidiaries and (C)
      balance sheets of the Insurance Subsidiaries, each as at the end of such
      period, and the related statements of income, stockholders' equity and
      cash flows for such fiscal quarter, setting forth in each case in
      comparative form the figures for the corresponding periods of the previous
      fiscal year (but together with the consolidating intercompany eliminations
      and adjustments in the case of (B) and (C)), all in reasonable detail and
      certified by a Financial Officer of the Borrower that they fairly present
      the financial condition of the Borrower and its Subsidiaries (or, in the
      case of (B), the Borrower and its Non-Insurance Subsidiaries, and in the
      case of (C), the Insurance Subsidiaries) as at the date indicated and the
      results of their operations and changes in their financial position for
      the periods indicated in conformity with GAAP, subject to changes
      resulting from audit and normal year-end adjustments; and

            (ii) as soon as practicable and in any event within 60 days after
      the end of each of the first three fiscal quarters, a copy of the
      quarterly statement of each of the Insurance Subsidiaries, in each case,
      for such fiscal quarter and as filed with the Applicable Regulatory
      Insurance Authority, all prepared in accordance with SAP and accompanied
      by the certification of a Financial Officer of such Insurance Subsidiary
      that such financial statements present fairly in all material respects the
      financial condition and results of operations of such Insurance Subsidiary
      in accordance with SAP;

            (b) (i) as soon as practicable and in any event within 120 days
      after the end of each fiscal year of the Borrower, consolidated balance
      sheets of the Borrower and its Subsidiaries, as at the end of such year,
      and the related consolidated statements of income, stockholders' equity
      and cash flows for such fiscal year, setting forth in each case, in
      comparative form the consolidated figures for the previous year, all in
      reasonable detail and accompanied by a report thereon by
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of recognized national standing selected by the Borrower and
      reasonably satisfactory to the Required Lenders, which report shall be
      unqualified as to going concern and scope of audit and shall state that
      such consolidated financial statements present fairly, in all material
      respects, the financial position of the Borrower and its Subsidiaries, as
      at the dates indicated, and the results of


                                       47

      their operations and cash flows for the periods indicated in conformity
      with GAAP (applied on a basis consistent with prior years unless as
      otherwise stated therein) and that the examination by such accountants in
      connection with such consolidated financial statements has been made in
      accordance with generally accepted auditing standards;

            (ii) as soon as practicable and in any event within 120 days after
      the end of each fiscal year of the Borrower, balance sheets of the
      Borrower and the Non-Insurance Subsidiaries and balance sheets of the
      Insurance Subsidiaries, each as at the end of such year, and the related
      statements of income, stockholders' equity and cash flows for such fiscal
      year, setting forth in each case in comparative form the figures for the
      previous year, together with the consolidating intercompany eliminations
      and adjustments, all in reasonable detail and accompanied by a report
      thereon by PricewaterhouseCoopers or other independent certified public
      accountants of recognized national standing selected by the Borrower and
      reasonably satisfactory to the Required Lenders, which report shall state
      that the balance sheets of the Borrower and the Non-Insurance Subsidiaries
      and balance sheets of the Insurance Subsidiaries and the related
      statements of income, stockholders' equity and cash flows, together with
      consolidating intercompany eliminations and adjustments, were subjected to
      the auditing procedures applied in the examination of the consolidated
      financial statements referred to in Section 5.04(b)(i) and are fairly
      stated in all material respects in relation to the consolidated financial
      statements taken as a whole; and

            (iii) as soon as practicable and in any event within 120 days after
      the end of each fiscal year of each Insurance Subsidiary, a copy of the
      Annual Statement of such Insurance Subsidiary for such fiscal year and as
      filed with the Applicable Regulatory Insurance Authority, all prepared in
      accordance with SAP, and accompanied by the certification of a Financial
      Officer of such Insurance Subsidiary that such Annual Statement presents
      fairly in all material respects the financial condition and results of
      operations of such Insurance Subsidiary in accordance with SAP;

            (c) together with each delivery of financial statements of the
Borrower and its Subsidiaries pursuant to Sections 5.04(a) and (b) above, (i) a
certificate of a Financial Officer stating that the signer thereof has reviewed
the terms of this Agreement and the Notes, if any, and has made, or caused to be
made under his supervision, a review in reasonable detail of the transactions
and condition of the Borrower and its Subsidiaries during the accounting period
covered by such financial statements and that such review has not disclosed the
existence during or at the end of such accounting period, and that the signer
does not have knowledge of the existence as at the date of such certificate, of
any condition or event which constitutes an Event of Default or Default, or, if
any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action the Borrower has taken, is taking and
proposes to take with respect thereto; (ii) a Compliance Certificate
demonstrating in reasonable detail (x) compliance during and at the end of such
accounting periods with the covenants contained in Sections 5.12, 6.02, 6.04,
6.10 and 6.11 and Article VII and (y) the amount of the


                                       48

Guaranteed Portion as of the end of such accounting periods; and (iii) an
updated Schedule 3.19 showing the total amount of "Priority Indebtedness" as
defined in and as permitted under each of the documents governing Indebtedness
and the other agreements of the Borrower and its Subsidiaries and an itemized
list of the types and amounts of such "Priority Indebtedness" (including the
Guaranteed Portion) in existence under each such Indebtedness document and other
agreement as of the end of such accounting periods;

            (d) together with each delivery of financial statements of the
Borrower and its Subsidiaries pursuant to Section 5.04(b) above, a written
statement by the independent public accountants giving the report thereon (i)
stating that their audit examination has included a review of the terms of this
Agreement and the Notes as they relate to accounting matters, (ii) stating
whether, in connection with their audit examination, any condition or event
which constitutes an Event of Default or Default has come to their attention,
and if such a condition or event has come to their attention, specifying the
nature and period of existence thereof; provided that such accountants shall not
be liable by reason of any failure to obtain knowledge of any such Event of
Default or Default that would not be disclosed in the course of their audit
examination, and (iii) stating that based on their audit examination nothing has
come to their attention that causes them to believe that either or both the
information contained in the certificates delivered therewith pursuant to
Section 5.04(b) above is not correct or that the matters set forth in the
Compliance Certificates delivered therewith pursuant to Section 5.04(c) above
for the applicable fiscal year are not stated in accordance with the terms of
this Agreement;

            (e) promptly upon request therefor, all reports submitted to the
Borrower by independent public accountants in connection with each annual,
interim or special audit of the financial statements of the Borrower made by
such accountants, including any comment letter submitted by such accountants to
management in connection with their annual audit;

            (f) promptly upon their becoming available, all (i) financial
statements, reports, notices and proxy statements sent or made available
generally by the Borrower to its security holders or by any of its Subsidiaries
to its security holders other than the Borrower or another of its Subsidiaries,
(ii) regular and periodic reports and all registration statements and
prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
Governmental Authority succeeding to any of its functions, and (iii) press
releases and other statements made available generally by the Borrower or any of
it Subsidiaries to the public concerning material developments in the business
of the Borrower and its Subsidiaries;

            (g) promptly upon any officer of the Borrower obtaining knowledge
(i) of any condition or event which constitutes an Event of Default or Default,
or becoming aware that any Lender or the Administrative Agent has given any
notice or taken any other action with respect to a claimed Event of Default or
Default under this Agreement, (ii) that any Person has given any notice to the
Borrower or any of its Subsidiaries or taken any other action with respect to a
claimed default or event or condition of the type


                                       49

referred to in paragraph (f) of Article VIII or (iii) of any condition or event
that might have a Material Adverse Effect, a certificate of a Financial Officer
specifying the nature and period of existence of any such condition or event, or
specifying the notice given or action taken by such holder or Person and the
nature of such claimed default, Event of Default, Default, event or condition,
and what action the Borrower has taken, is taking and proposes to take with
respect thereto;

            (h) promptly upon any officer of the Borrower obtaining knowledge of
(i) the institution of, or threat of any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries not
previously disclosed by the Borrower to the Lenders, or (ii) any material
development in any action, suit, proceeding, governmental investigation or
arbitration, which, in either case, if adversely determined, might have a
Material Adverse Effect, the Borrower shall promptly give notice thereof to the
Lenders and provide such other information as may be reasonably available to it
to enable the Lenders and their counsel to evaluate such matters;

            (i) promptly (i) after receipt thereof, copies of all regular and
periodic reports of examinations (including, without limitation, triennial
examinations and annual risk adjusted capital reports) of any Insurance
Subsidiary, delivered to such Person by any Applicable Insurance Regulatory
Authority, insurance commission or similar regulatory authority, (ii) after
receipt thereof, written notice of any assertion by any Applicable Insurance
Regulatory Authority or any governmental agency or agencies substituted
therefor, as to a violation of any Applicable Law by any Insurance Subsidiary
which is likely to have a Material Adverse Effect, (iii) after receipt thereof,
a copy of any notice termination, cancellation or recapture of any Reinsurance
Agreement or Retrocession Agreement to which an Insurance Subsidiary is a party
to the extent such termination or cancellation is likely to have a Material
Adverse Effect and (iv) after receipt thereof, copies of any notice of actual
suspension, termination or revocation of any license to transact insurance
business or restriction thereon of any Insurance Subsidiary by any Applicable
Insurance Regulatory Authority or of receipt of notice from any Applicable
Insurance Regulatory Authority notifying any of the Insurance Subsidiaries of a
hearing (which is not withdrawn within ten (10) days) relating to such a
suspension, termination, revocation or restriction, including any request by an
Applicable Insurance Regulatory Authority which commits any of the Insurance
Subsidiaries to take, or refrain from taking, any action which affects the
authority of any of the Insurance Subsidiaries to conduct its business;

            (j) with reasonable promptness, such other information and data with
respect to the Borrower or any of its Subsidiaries as from time to time may be
reasonably requested by any Lender;

            (k) promptly upon the occurrence thereof, and in any event within
five days, notice of a Change of Control, and, as promptly thereafter as
possible, such information as may be reasonably available to the Borrower to
enable the Lenders and their counsel to evaluate such matter; and


                                       50

            (l) promptly upon receipt thereof, copies of any notices issued by
S&P or Moody's with respect to a change in the rating or outlook of the
Borrower's Index Debt.

            SECTION 5.05. ERISA. As soon as possible and, in any event, within
ten (10) days after the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to each of the Lenders a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrower, the
Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto: that a Reportable Event has occurred; that
an accumulated funding deficiency, within the meaning of Section 412 of the Code
or Section 302 of ERISA, has been incurred or an application may be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under
Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan;
that any contribution required to be made with respect to a Plan or Foreign
Pension Plan has not been timely made; that a Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability; that proceedings may be or
have been instituted to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or
may incur any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code; or that the Borrower or any Subsidiary of the
Borrower may incur any material liability pursuant to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to
retired employees or other former employees (other than as required by Section
601 of ERISA) or any Plan or any Foreign Pension Plan. The Borrower will deliver
to each of the Lenders upon request a complete copy of the annual report (on
Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. In addition to any certificates
or notices delivered to the Lenders pursuant to the first sentence hereof,
copies of annual reports and any material notices received by the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan or
Foreign Pension Plan shall be delivered to the Lenders no later than ten (10)
days after the date such report has been filed with the Internal Revenue Service
or such notice has been received by the Borrower, the Subsidiary or the ERISA
Affiliate, as applicable.

            SECTION 5.06. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any


                                       51

representatives designated by any Lender to visit and inspect the financial
records and the properties of the Borrower or any of its Subsidiaries at
reasonable times and as often as requested and to make extracts from and copies
of such financial records, and permit any representatives designated by any
Lender to discuss the affairs, finances and condition of the Borrower or any of
its Subsidiaries with the officers thereof and independent accountants therefor.

            SECTION 5.07. Use of Proceeds. Use proceeds of the Loans only (i) to
pay all outstanding obligations under the Existing Facility, (ii) to finance the
working capital needs of the Borrower and its Subsidiaries in the ordinary
course of business, and (iii) for general corporate purposes.

            SECTION 5.08. Equal Security for Loans and Notes; Ratable
Guaranties.

            (a) In the event the Borrower or any of its Subsidiaries shall
create, incur, assume or permit to exist any Lien upon any of its property or
assets, whether now owned or hereafter acquired, other than Liens permitted
pursuant to the provisions of Section 6.03 (unless prior written consent to the
creation or assumption thereof shall have been obtained from the Required
Lenders), make or cause to be made, at the request of the Required Lenders,
effective provision whereby the Loans and the Notes will be secured by such Lien
equally and ratably with any and all other Indebtedness thereby secured as long
as any such other Indebtedness shall be so secured; provided that this covenant
shall not be construed as consent by the Required Lenders to any violation by
the Borrower or any of its Subsidiaries of the provisions of Section 6.03.

            (b) In the event any Subsidiaries of the Borrower who are not
Guarantors or whose Guaranty is limited in amount to less than the Guaranteed
Obligations enter into any Contingent Obligations with respect to the Borrower's
Indebtedness (other than the Loans) permitted under Section 6.02, the Borrower
shall cause such Subsidiaries to enter into guaranties of the Loans in form and
substance satisfactory to the Administrative Agent on an equal and ratable basis
with any and all other Indebtedness thereby guaranteed as long as any such other
Indebtedness shall be so guaranteed; provided that this covenant shall not be
construed as consent by the Required Lenders to any violation by any Subsidiary
of the Borrower of the provisions of Section 6.02.

            SECTION 5.09. Pari Passu Ranking. Take, or cause to be taken, all
action that may be or become necessary or appropriate to ensure that the
obligations of the Borrower with respect to the Loans and the Notes will
continue to constitute its direct and unconditional obligations, ranking at
least pari passu in right of payment with all other present and future unsecured
Indebtedness of the Borrower.

            SECTION 5.10. Corporate Franchises, Patents and Licenses. Do or
cause to be done, all things necessary to preserve and keep in full force and
effect its existence and its material rights, franchises, licenses and patents;
provided, however, that nothing in this Section 5.10 shall prevent the
withdrawal by the Borrower or any of its Subsidiaries of its qualification as a
foreign corporation in any jurisdiction where such withdrawal could not have a
Material Adverse Effect on the business, operations,


                                       52

property, assets, condition (financial or otherwise) or prospects of the
Borrower or such Subsidiary.

            SECTION 5.11. Additional Guarantors; Additional Collateral. Upon (a)
the request of the Administrative Agent or (b) the formation or acquisition of
any new direct or indirect Subsidiary by the Borrower, the Borrower shall, in
each case at the Borrower's expense,

            (a) within 10 days after such request, formation or acquisition, (i)
cause such Subsidiary to duly execute and deliver to the Administrative Agent an
amendment to the Guaranty substantially in the form attached to the Guaranty,
whereby such Subsidiary shall jointly and severally guarantee an amount of
Obligations equal to the Guaranteed Portion, and (ii) cause, or direct the owner
or owners of the outstanding Equity Interests of such Subsidiary to cause, such
Subsidiary to duly execute and deliver to the Administrative Agent a pledge
amendment substantially in the form attached to the Pledge Agreement, together
with (x) instruments evidencing the Pledged Debt (as defined in the Pledge
Agreement) endorsed in blank and (y) duly executed financing statements in
appropriate form for filing under the Uniform Commercial Code in all
jurisdictions that the Administrative Agent may deem necessary or desirable in
order to perfect and protect the Liens created by the Pledge Agreement covering
the Collateral described in the Pledge Agreement, whereby such Subsidiary shall
grant a Lien on such Pledged Debt to secure an amount of Obligations equal to
the Guaranteed Portion; provided, that (A) no Subsidiary of the Borrower will be
required to be a Guarantor if the incurrence of such guaranty would result in a
breach or violation of any agreement, indenture, contract or other document to
which the Borrower or any of its Subsidiaries is a party, existing and as in
effect on the Closing Date, or would violate Applicable Law and (B) the
Collateral will exclude any assets as to which the granting of a Lien thereon
would result in a breach or violation of any agreement, indenture, contract or
other document to which the Borrower or any of its Subsidiaries is a party,
existing and as in effect on the Closing Date;

            (b) upon request of the Administrative Agent, deliver to the
Administrative Agent, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the Lenders, of outside counsel for the Loan Parties
acceptable to the Administrative Agent with respect to any of the foregoing
(including any of the foregoing guaranties and pledges being legal, valid and
binding obligations of each Loan Party party thereto enforceable in accordance
with their terms, and any of the recordings, filings and other actions requested
by the Administrative Agent being sufficient to create valid perfected Liens on
such properties) and as to such other matters as the Administrative Agent may
reasonably request; and

            (c) at any time and from time to time, promptly execute and deliver
any and all further instruments and documents and take all such other action as
the Administrative Agent may reasonably deem necessary in obtaining the full
benefits of, or in perfecting and preserving the Liens of, such guaranties and
pledges.


                                       53

            SECTION 5.12. Additional Financings. Obtain incremental net cash
proceeds and/or availability from additional financings in the form of
structured asset sales, additional loan agreements (including increases in the
Total Commitment after the Closing Date), issuances of bonds, financings by SAC
that result in payments on receivables to the Borrower or its Subsidiaries or
other financings in an aggregate amount of at least $150,000,000 prior to
September 30, 2002.

            SECTION 5.13. Delivery of Corporate Documents. Within 30 days after
the Closing Date, the Borrower shall deliver to the Administrative Agent (i) a
copy of the certificate or articles of incorporation, including all amendments
thereto, of each Guarantor (other than U-Haul International, Inc. and Amerco
Real Estate Company), certified as of a recent date by the Secretary of State of
the state of each such Guarantor's organization, and a certificate as to the
good standing of each such Guarantor as of a recent date, from such Secretary of
State; (ii) a certificate of the Secretary or Assistant Secretary of each
Guarantor (other than U-Haul International, Inc. and Amerco Real Estate Company)
certifying (A) that attached thereto is a true and complete copy of the by-laws
of each Guarantor (other than U-Haul International, Inc. and Amerco Real Estate
Company) as in effect on the date of such certificate and at all times since a
date prior to the date of the resolutions delivered to the Administrative Agent
pursuant to Section 4.01(d)(ii)(B) and (B) that the certificate or articles of
incorporation of each Guarantor (other than U-Haul International, Inc. and
Amerco Real Estate Company) have not been amended since the date of the last
amendment thereto shown on the certificated articles of incorporation furnished
pursuant to clause (i) above; and (iii) a certificate of another officer as to
the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above.

ARTICLE VI. NEGATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, the Borrower will not, and will not
cause or permit any of its Subsidiaries to:

            SECTION 6.01. Limitations on Restrictions on Subsidiary Dividends,
etc. Enter into or permit to exist any indenture, agreement, instrument or other
arrangement which, directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, (i) the ability of any Subsidiary of the Borrower to make loans or
advances to the Borrower or to declare and pay dividends or make distributions
on shares of such Subsidiary's capital stock (whether now or hereafter
outstanding); provided, however, that any agreement to subordinate Indebtedness
owing from any Subsidiary of the Borrower to the Borrower or owing between
Subsidiaries of the Borrower to any Priority Indebtedness or to any guarantee of
such Indebtedness shall not be deemed to violate this Section 6.01 so long as
any such agreement to subordinate does not directly or indirectly prohibit or
restrain the ability of


                                       54

any such Subsidiary to make loans or advances to the Borrower or to declare and
pay dividends or make distributions on shares of such Subsidiary's capital stock
(whether now or hereafter outstanding), (ii) the ability of the Borrower or any
of its Subsidiaries to create, grant or assume any Lien upon its properties,
revenues or assets, whether now owned or hereafter acquired, to secure the
Facility, or (iii) the ability of any Subsidiary of the Borrower to guaranty the
Borrower's Indebtedness, except, in the case of clauses (ii) and (iii), for the
Indebtedness and other agreements described on Schedule 6.01 as in effect on the
Closing Date, the Borrower's bond indentures existing and as in effect on the
Closing Date, and any indenture, agreement, instrument or other arrangement
containing restrictions or prohibitions which are no more restrictive to the
Borrower or its Subsidiaries than the terms as set forth in the Borrower's bond
indentures existing and as in effect on the Closing Date.

            SECTION 6.02. Priority Indebtedness. Incur, create, assume or permit
to exist at any time any Indebtedness or any Sale and Leaseback Obligation,
which would result in (a) the sum, without duplication, of (i) Indebtedness of
Subsidiaries of the Borrower (excluding Indebtedness of any wholly-owned
Subsidiary of the Borrower to the Borrower or of any other wholly-owned
Subsidiary of the Borrower to any wholly-owned Subsidiary of the Borrower), (ii)
Indebtedness that is secured by Liens permitted under Section 6.03 and (iii)
Sale and Leaseback Obligations (other than Sale and Leaseback Obligations that
are not Capitalized Lease Obligations and that were entered into prior to the
date hereof), exceeding (b) 10% of Consolidated Tangible Net Assets (any such
Indebtedness permitted and existing under this Section 6.02 being herein
referred to as "Priority Indebtedness"); provided that the amount of Priority
Indebtedness available hereunder shall not be greater than the lowest amount of
"Priority Indebtedness" as defined in and as available under the documents
governing Indebtedness and the other agreements described on Schedule 6.01 and
any comparable provision in any other Indebtedness document or other agreement,
in each case, so long as such documents or agreements are applicable, if at all;
and, if all such documents or agreements are no longer outstanding, then the
limit on the amount of Priority Indebtedness set forth in this proviso shall be
eliminated; provided, further, that the Sale and Leaseback Obligations included
in clause (iii) of this Section 6.02 shall exclude up to $50,000,000 of Sale and
Leaseback Obligations entered into after the Closing Date that are not
Capitalized Lease Obligations at such time as the definitions of "Priority
Indebtedness" in all of the documents governing Indebtedness and the other
agreements described on Schedule 6.01 and any comparable provision in any other
Indebtedness document or other agreement are amended to provide for such
exclusion or all such documents and agreements are no longer applicable. For the
avoidance of doubt, the amount of the Guaranteed Portion shall be applied
against the amount of Priority Indebtedness permitted under this Section 6.02.

            SECTION 6.03. Liens. Create, incur, assume or permit to exist any
Lien on any property or assets (including any stock or other securities of any
Person (including any Subsidiary of the Borrower)) now owned or hereafter
acquired by it or on any income or revenues or rights in respect of any thereof,
except:


                                       55

            (a) Liens existing on the date hereof on property or assets of the
Borrower and its Subsidiaries securing monetary obligations of the Borrower or
any of its Subsidiaries, which, to the extent securing Indebtedness in excess of
$1,000,000, are set forth in Schedule 6.03 and any replacement, extension or
renewal of any such Lien; provided that (x) no such replacement, extension or
renewal shall encumber any additional assets of the Borrower or any of its
Subsidiaries and (y) the amount of Indebtedness secured by such Lien shall not
be increased from that existing on the Closing Date;

            (b) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any of its Subsidiaries; provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition and (ii) any such Lien does not by its terms cover any property or
assets after the time the Borrower directly or indirectly acquires such property
or assets which were not covered immediately prior thereto, and (iii) any such
Lien does not by its terms secure any Indebtedness other than Indebtedness
existing immediately prior to the time of acquisition of such property or
assets;

            (c) Liens for taxes not yet due or which are being contested in
compliance with Section 5.03;

            (d) carriers', warehousemen's, mechanic's, materialmen's,
repairmen's or other like Liens arising in the ordinary course of business and
securing obligations that are not yet due or which are being contested in
compliance with Section 5.03;

            (e) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security laws or regulations (other than any Lien arising under Section 412(N)
of the Code, under Section 302 of ERISA or under Title IV of ERISA);

            (f) deposits to secure the performance of bids, trade contracts
(other than for Indebtedness), leases (other than Capital Lease Obligations),
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

            (g) zoning restrictions, easements, rights-of-way, restrictions on
use of real property and other similar encumbrances incurred in the ordinary
course of business which, in the aggregate, are not substantial in amount and do
not materially detract from the value of the property subject thereto or
interfere with the ordinary conduct of the business of the Borrower or any of
its Subsidiaries;

            (h) Liens granted by a Subsidiary of the Borrower in favor of the
Borrower, as long as the obligations secured by such Liens are pledged to the
Administrative Agent for the benefit of the Lenders;

            (i) purchase money security interests in real property, improvements
thereto or equipment hereafter acquired (or, in the case of improvements,
constructed) by the Borrower or any of its Subsidiaries; provided that (i) such
security interests secure


                                       56

Indebtedness permitted by Sections 6.02 and 7.01, (ii) such security interests
are incurred, and the Indebtedness secured thereby is created, within 120 days
after such acquisition (or construction); (iii) such security interests do not
apply to any other property or assets of the Borrower or any of its
Subsidiaries; and (iv) the Indebtedness secured by such security interests does
not exceed the lesser of the cost or fair market value of the property or assets
at the time of acquisition; and

            (j) Liens, in addition to the Liens permitted by clauses (a) through
(i) above, securing Indebtedness of the Borrower or any of its Subsidiaries
(including the Obligations hereunder); provided that such Indebtedness is
permitted by Section 6.02.

            SECTION 6.04. Mergers, Consolidations and Sales of Assets. Merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with the Borrower or any of its Subsidiaries, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution), or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all of its assets or all or any substantial part of its Core
Assets, in each case whether now owned or hereafter acquired, or enter into any
agreement to do any of the foregoing at any future time; provided, however, that
the Borrower or any of its Subsidiaries may consolidate or merge with any other
Person (other than a merger or consolidation of a Guarantor into the Borrower)
if (a) the Borrower or such Subsidiary shall be the surviving corporation and
(b) no Event of Default or Default has occurred and is continuing or would occur
as a result of such merger or consolidation.

            For the purposes of this Section 6.04, a sale, transfer, lease
(other than Core Assets leased pursuant to a Sale and Leaseback Transaction
consummated within 120 days of the acquisition thereof) or other disposition of
a "substantial part" of the Core Assets of the Borrower or any of its
Subsidiaries shall be deemed to have occurred if the book value of the Core
Assets to be sold, transferred, leased or otherwise disposed of (or, in the case
of shares of capital stock of a Subsidiary of the Borrower owning Core Assets,
the greater of the book value of such shares or the proceeds realized from the
sale, transfer or other disposition of such shares) when added to the book value
(and/or proceeds realized, when applicable, in the case of shares of capital
stock of a Subsidiary of the Borrower owning Core Assets) of Core Assets sold,
transferred, leased or otherwise disposed of by the Borrower or any of its
Subsidiaries (other than (i) Core Assets sold, transferred, leased or disposed
of to wholly-owned Subsidiaries of the Borrower and (ii) Core Assets that, when
sold, transferred, leased or disposed of, were worn-out, obsolete or
unserviceable) during the preceding 12 calendar months, exceeds 10% of
Consolidated Tangible Net Assets as of the last day of the fiscal quarter
immediately preceding the fiscal quarter in which such sale, transfer, lease or
disposition occurs.

            SECTION 6.05. Disposition of Capital Stock of Subsidiaries of the
Borrower.

            (a) Sell or dispose of any shares of capital stock or other equity
securities of any Subsidiary of the Borrower or any rights to acquire such
shares (each, a


                                       57

"Subsidiary Stock Transfer") unless (i) not less than the fair market value is
received in respect of any such Subsidiary Stock Transfer and (ii) such
Subsidiary Stock Transfer is not otherwise prohibited under Section 6.04; and

            (b) Notwithstanding anything to the contrary in Section 6.03,
pledge, assign or otherwise encumber any Equity Interests of any Subsidiary of
the Borrower or any rights to acquire such Equity Interests (other than as
security for the Obligations).

            SECTION 6.06. Sale of Receivables. Directly or indirectly, sell with
recourse, or sell for less than the fair market value thereof, any of its notes
or accounts receivable.

            SECTION 6.07. Transactions with Affiliates. Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates or any
holder of any shares of capital stock of the Borrower or any Affiliate of any
such holder, except that as long as no Default or Event of Default shall have
occurred and be continuing, the Borrower or its Subsidiaries may engage in any
of the foregoing transactions in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties;
provided, however, that the foregoing restriction shall not apply to any
transaction between the Borrower and its wholly-owned Subsidiaries or between
any wholly-owned Subsidiaries of the Borrower.

            SECTION 6.08. Business of Borrower and its Subsidiaries. Enter into
at any time any business or business activity that would result in any material
change in, or addition to, the lines of business engaged in by the Borrower and
its Subsidiaries on the Effective Date of this Agreement.

            SECTION 6.09. Preferred Stock. Issue any shares of preferred stock
that provides for any mandatory redemption, sinking fund payment, mandatory
repurchase or mandatory prepayment, or allows the holders thereof to require the
Borrower or any Subsidiary to repurchase such preferred stock at the option of
such holders or upon the occurrence of an event or events, except that the
Borrower may, but only with the written consent of the Required Lenders, issue
preferred stock which contains provisions allowing a holder thereof to require
the Borrower to purchase such preferred stock at the option of such holder upon
the occurrence of specified events.

            SECTION 6.10. Restricted Payments. Declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except (a) the Borrower
may declare and pay dividends with respect to its Equity Interests payable
solely in additional shares of its common stock, (b) so long as no Event of
Default has occurred and is continuing, the Borrower may declare and pay
dividends in a manner consistent with past practices, with respect to (i) its
Series A Preferred Stock, no par value, issued prior to the Closing Date, and
(ii) any preferred stock issued after the Closing Date, (c) Subsidiaries may
declare and pay dividends ratably with respect to their Equity Interests, (d)
the Borrower may make Restricted Payments pursuant to and in accordance with
stock


                                       58

option plans or other benefit plans for management or employees of the Borrower
and its Subsidiaries and may buy back the Borrower's common stock in an amount
not to exceed $10,000,000 per year and (e) the Borrower may make Restricted
Payments (i) to the extent that, after giving effect to such Restricted Payment,
the sum of (x) the Borrower's cash and (y) unused availability under this
Agreement is at least $100,000,000 more than the aggregate amount of the
Borrower's Indebtedness maturing within 18 months from the date of such
Restricted Payment and (ii) if the ratio of Adjusted Operating Earnings to Fixed
Charges for the period consisting of the four consecutive fiscal quarters ended
immediately prior to the date of such Restricted Payment for which financial
statements are available is not less than 2.0 to 1.0; provided that, immediately
after giving effect to such Restricted Payment, no Default or Event of Default
would exist.

            SECTION 6.11. Transfers of Assets to Insurance Subsidiaries. Make
any Investment in or transfer any property, stock or other Equity Interests,
Core Assets, cash, cash equivalents, receivables, or other assets (other than
(i) premiums and deductibles paid to the Insurance Subsidiaries in the ordinary
course of business, (ii) service fees related to self-insured medical expenses
and (iii) other working capital amounts which are not outstanding for more than
30 days, in each case consistent with past practices) to any of the Insurance
Subsidiaries in an amount or value in excess of $35,000,000 in the aggregate
over the term of this Agreement.

            SECTION 6.12. Private Placement Amendment. Amend the Private
Placement in any manner adverse to the Lenders or which results in any of the
covenants or defaults contained therein being more restrictive in any respect
than the provisions hereof, including, without limitation, any amendment to the
financial covenants contained therein, without the consent of the Required
Lenders.

            SECTION 6.13. Intercompany Indebtedness. Enter into, create, incur,
assume or permit to exist any Indebtedness owing by the Borrower to any of its
Subsidiaries or by any Subsidiary of the Borrower to the Borrower or another
Subsidiary of the Borrower unless such Indebtedness is evidenced by a promissory
note substantially in the form of Exhibit J hereto and is pledged by the
Borrower or any Guarantor to the Administrative Agent for the benefit of the
Lenders; provided, that notwithstanding the foregoing, Indebtedness owing by the
Borrower or any Subsidiary to any of the Insurance Subsidiaries, INW Company or
U-Haul Co. (Canada) Ltd. Shall not be required to be pledged.

ARTICLE VII. FINANCIAL COVENANTS

            The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, the Borrower will not, and will not
cause or permit any of its Subsidiaries to:


                                       59

            SECTION 7.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness if, at any time, the ratio of Consolidated Indebtedness to
Adjusted Capitalization would exceed 0.65 to 1.0.

            SECTION 7.02. Consolidated Tangible Net Worth. Permit Consolidated
Tangible Net Worth as of the most recently ended fiscal quarter to be less than
the sum of: (a) $597,000,000 plus (b) 25% of cumulative Consolidated Net Income
for each fiscal year ending after March 31, 2001, through the date of
determination, with no reduction for losses, if any, in any fiscal year.

            SECTION 7.03. Fixed Charge Coverage Ratio. Permit at the end of any
fiscal quarter the ratio of Adjusted Operating Earnings to Fixed Charges for the
period consisting of the four consecutive fiscal quarters ending with such
fiscal quarter to be less than 1.50 to 1.0.

ARTICLE VIII. EVENTS OF DEFAULT

            In case of the happening of any of the following events ("Events of
Default"):

            (a) any representation or warranty made or deemed made in or in
      connection with any Loan Document to which the Borrower is a party, or any
      representation, warranty, statement or information contained in any
      report, certificate, financial statement or other instrument furnished in
      connection with or pursuant to any such Loan Document, shall prove to have
      been false in any material respect when so made, deemed made or furnished;

            (b) default shall be made in the payment of any principal of any
      Loan when and as the same shall become due and payable, whether at the due
      date thereof or at a date fixed for prepayment thereof or by acceleration
      thereof or otherwise;

            (c) default shall be made in the payment of any interest on any Loan
      or any Fee or any other amount (other than an amount referred to in (b)
      above) due under any Loan Document, when and as the same shall become due
      and payable, and such default shall continue unremedied for a period of
      three days;

            (d) default shall be made in the due observance or performance by
      the Borrower or its Subsidiaries of any covenant, condition or agreement
      contained in Section 5.01(a), Section 5.04(g), (h) or (k), Section 5.08,
      Section 5.12, Article VI, Article VII or Section 10.11;

            (e) default shall be made in the due observance or performance by
      the Borrower or its Subsidiaries of any covenant, condition or agreement
      contained in any Loan Document to which the Borrower is a party (other
      than those governed by (b), (c) or (d) above) and such default shall
      continue unremedied for a period of 30 days after the earlier of (i) the
      day on which an officer of the Borrower first


                                       60

      obtains knowledge of such default and (ii) the day on which notice thereof
      is given to the Borrower by the Administrative Agent or any Lender;

            (f) the Borrower or any of its Subsidiaries shall (i) fail to pay
      any principal or interest, regardless of amount, due in respect of any
      Indebtedness (other than Indebtedness evidenced by the Loan Documents) in
      a principal amount in excess of $10,000,000, when and as the same shall
      become due and payable, or (ii) fail to observe or perform any other term,
      covenant, condition or agreement contained in any agreement or instrument
      evidencing or governing any such Indebtedness if the effect of any failure
      referred to in this clause (ii) is to cause, or to permit the holder or
      holders of such Indebtedness or a trustee on its or their behalf (with or
      without the giving of notice, the lapse of time or both) to cause, such
      Indebtedness to become due prior to its stated maturity;

            (g) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed in a court of competent jurisdiction seeking (i)
      relief in respect of the Borrower or any Material Subsidiary, or of a
      substantial part of the property or assets of the Borrower or any Material
      Subsidiary, under Title 11 of the United States Code, as now constituted
      or hereafter amended, or any other Federal or state bankruptcy,
      insolvency, receivership or similar law, (ii) the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for the Borrower or any Material Subsidiary or for a substantial
      part of the property or assets of the Borrower or any Material Subsidiary
      or (iii) the winding-up or liquidation of the Borrower or any Material
      Subsidiary; and such proceeding or petition shall continue undismissed for
      60 days or an order or decree approving or ordering any of the foregoing
      shall be entered;

            (h) the Borrower or any Material Subsidiary shall (i) voluntarily
      commence any proceeding or file any petition seeking relief under Title 11
      of the United States Code, as now constituted or hereafter amended, or any
      other Federal or state bankruptcy, insolvency, receivership or similar
      law, (ii) consent to the institution of, or fail to contest in a timely
      and appropriate manner, any proceeding or the filing of any petition
      described in (g) above, (iii) apply for or consent to the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for the Borrower or any Material Subsidiary or for a substantial
      part of the property or assets of the Borrower or any Material Subsidiary,
      (iv) file an answer admitting the material allegations of a petition filed
      against it in any such proceeding, (v) make a general assignment for the
      benefit of creditors, (vi) become unable, admit in writing its inability
      or fail generally to pay its debts as they become due or (vii) take any
      action for the purpose of effecting any of the foregoing;

            (i) one or more judgments for the payment of money in an aggregate
      amount in excess of $10,000,000 shall be rendered against the Borrower,
      any of its Subsidiaries or any combination thereof and the same shall
      remain undischarged for a period of 45 consecutive days during which
      execution shall not be effectively stayed, or any action shall be legally
      taken by a judgment creditor


                                       61

      to levy upon assets or properties of the Borrower or any of its
      Subsidiaries to enforce any such judgment;

            (j) any order, judgment or decree shall be entered against the
      Borrower decreeing the dissolution or split up of the Borrower and such
      order shall remain undischarged or unstayed for a period in excess of 30
      days;

            (k) (i) any Plan shall fail to satisfy the minimum funding standard
      required for any Plan year or part thereof under Section 412 of the Code
      or Section 302 of ERISA or a waiver of such standard or extension of any
      amortization period is sought or granted under Section 412 of the Code or
      Section 303 or 304 of ERISA, a Reportable Event shall have occurred, any
      Plan which is subject to Title IV of ERISA shall have had or is likely to
      have a trustee appointed to administer such Plan, any Plan which is
      subject to Title IV of ERISA is, shall have been or is likely to be
      terminated or to be the subject of termination proceedings under ERISA,
      any Plan shall have an Unfunded Current Liability, a contribution required
      to be made with respect to a Plan or a Foreign Pension Plan has not been
      timely made, the Borrower or any Subsidiary of the Borrower or any ERISA
      Affiliate has incurred or is likely to incur any liability to or on
      account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
      4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or
      4975 of the Code or on account of a group health plan (as defined in
      Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section
      4980B of the Code, or the Borrower or any Subsidiary of the Borrower has
      incurred or is likely to incur liabilities pursuant to one or more
      employee welfare benefit plans (as defined in Section 3(1) of ERISA) that
      provide benefits to retired employees or other former employees (other
      than as required by Section 601 of ERISA) or Plans or Foreign Pension
      Plans; (ii) there shall result from any such event or events the
      imposition of a lien, the granting of a security interest, or a liability
      or a material risk of incurring a liability; and (iii) such lien, security
      interest or liability, individually, and/or in the aggregate, in the
      opinion of the Required Lenders, has had, or could reasonably be expected
      to have, a Material Adverse Effect upon the business, operations,
      condition (financial or otherwise) or prospects of the Borrower or any
      Subsidiary of the Borrower;

            (l)   a Change of Control;

            (m) any provision of any Loan Document shall for any reason cease to
      be valid and binding on or enforceable against any Loan Party party to it,
      or any such Loan Party shall so state in writing or shall disaffirm any of
      its Obligations under any Loan Document; or

            (n) the Pledge Agreement or any financing statement shall for any
      reason cease to create a valid and perfected first priority Lien on the
      Collateral purported to be covered thereby;


                                       62

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments; and (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding; and in any event with
respect to the Borrower described in paragraph (g) or (h) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

ARTICLE IX. THE ADMINISTRATIVE AGENT

            In order to expedite the transactions contemplated by this
Agreement, JPMCB is hereby appointed to act as Administrative Agent on behalf of
the Lenders. Each of the Lenders, and each subsequent holder of any Note by its
acceptance thereof, hereby irrevocably authorizes the Administrative Agent to
take such actions on behalf of such Lender or holder and to exercise such powers
as are specifically delegated to the Administrative Agent by the terms and
provisions hereof and of the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder by or through its officers, directors,
agents or employees. The Administrative Agent is hereby expressly authorized by
the Lenders, without hereby limiting any implied authority, (a) to receive on
behalf of the Lenders all payments of principal of and interest on the Loans and
all other amounts due to the Lenders hereunder, and promptly to distribute to
each Lender its proper share of each payment so received; (b) to give prompt
notice on behalf of each of the Lenders to the Borrower of any Event of Default
specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by the Borrower pursuant to this Agreement as received by
the Administrative Agent.

            Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry


                                       63

concerning the performance or observance by the Borrower of any of the terms,
conditions, covenants or agreements contained in any Loan Document. The
Administrative Agent shall not be responsible to the Lenders or the holders of
the Notes for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement, the Notes or any other Loan Documents or other
instruments or agreements. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof until it shall have
received from the payee of such Note notice, given as provided herein, of the
transfer thereof in compliance with Section 10.04. The Administrative Agent
shall in all cases be fully protected in acting, or refraining from acting, in
accordance with written instructions signed by the Required Lenders and, except
as otherwise specifically provided in Section 10.08(b) or elsewhere herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders and each subsequent holder of any Note. The Administrative Agent
shall, in the absence of knowledge to the contrary, be entitled to rely on any
instrument or document believed by it in good faith to be genuine and correct
and to have been signed or sent by the proper Person or Persons. Neither the
Administrative Agent nor any of its directors, officers, employees or agents
shall have any responsibility to the Borrower on account of the failure of or
delay in performance or breach by any Lender of any of its obligations hereunder
or to any Lender on account of the failure of or delay in performance or breach
by any other Lender or the Borrower of any of their respective obligations
hereunder or under any other Loan Document or in connection herewith or
therewith. The Administrative Agent may execute any and all duties hereunder by
or through agents or employees and shall be entitled to rely upon (i) the advice
of legal counsel (including counsel to the Borrower) with respect to all matters
arising hereunder and shall not be liable for any action taken or suffered in
good faith by it in accordance with the advice of such counsel and (ii) all
statements and communications received from the Borrower or from any other
Person, believed by it to be authentic, and shall not be liable for any action
taken or omitted in good faith on such reliance.

            The duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have by reason of
this Agreement or any other Loan Document a fiduciary relationship in respect of
any Lender or the holder of any Note; and nothing in this Agreement or any other
Loan Document, expressed or implied, is intended to or shall be so construed as
to impose upon the Administrative Agent any obligations in respect of this
Agreement or any other Loan Document except as expressly set forth herein. The
Lenders hereby acknowledge that the Administrative Agent shall be under no duty
to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so by
the Required Lenders.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative


                                       64

Agent which shall be a bank with an office in the United States of America,
having a combined capital and surplus of at least $500,000,000 or an Affiliate
of any such bank. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

            With respect to the Loans made by it hereunder and the Notes issued
to it, the Administrative Agent in its individual capacity and not as
Administrative Agent shall have the same rights and powers as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
the Administrative Agent and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any of its
Subsidiaries or other Affiliate thereof as if it were not the Administrative
Agent.

            Each Lender recognizes that applicable laws, rules, regulations or
guidelines of Governmental Authorities may require the Administrative Agent to
determine whether the transactions contemplated hereby should be classified as
"highly leveraged" or assigned any similar or successor classification, and that
such determination may be binding upon the other Lenders. Each Lender
understands that any such determination shall be made solely by the
Administrative Agent based upon such factors (which may include, without
limitation, the Administrative Agent's internal policies and prevailing market
practices) as the Administrative Agent shall deem relevant and agrees that the
Administrative Agent shall have no liability for the consequences of any such
determination.

            Each Lender agrees (i) to reimburse the Administrative Agent, on
demand, in the amount of its pro rata share (based on its Commitment hereunder)
of any expenses incurred for the benefit of the Lenders by the Administrative
Agent, including counsel fees and compensation of agents and employees paid for
services rendered on behalf of the Lenders, which shall not have been reimbursed
by the Borrower and (ii) to indemnify and hold harmless the Administrative Agent
and any of its directors, officers, employees or agents, on demand, in the
amount of such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against it in its capacity as the Administrative
Agent or any of them in any way relating to or arising out of this Agreement or
any other Loan Document or any action taken or omitted by it or any of them
under this Agreement or any other Loan Document, to the extent the same shall
not have been reimbursed by the Borrower; provided that no Lender shall be
liable to the Administrative Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent or any of its directors, officers,
employees or agents. The


                                       65

obligations of the Lenders under this paragraph shall survive termination of the
Agreement.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement
or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.

            Except for notices, reports and other documents and information
expressly required to be furnished by the Administrative Agent to the Lenders
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Borrower or any of its Subsidiaries (or
any of their Affiliates) that may come into the possession of the Administrative
Agent or any of its Affiliates.

            Each Lender hereby acknowledges that neither the syndication agent
nor the documentation agent has any liability hereunder other than in its
capacity as a Lender.

ARTICLE X.  MISCELLANEOUS

            SECTION 10.01. Notices.

            (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed or sent by
telecopy or other telegraphic communications equipment of the sending party, as
follows:

            (i) if to the Borrower, to it at 1325 Airmotive Way, Suite 100,
      Reno, Nevada 89502-3239, Attention of Gary B. Horton (Telecopy No. (702)
      688-6338);

            (ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan
      and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
      New York 10081, Attention of Maggie Swales (Telecopy No. (212) 552-5662),
      with a copy to JPMorgan Chase Bank, 1 Bush Street, Suite 1380, San
      Francisco, California 94104, Attention of William Rindfuss (Telecopy No.
      (415) 371-4881); and

            (iii) if to a Lender, to it at its address (or telecopy number) set
      forth in Schedule 2.01, the Administrative Questionnaire or in the
      Assignment and Acceptance pursuant to which such Lender shall have become
      a party hereto.


                                       66

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy, or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 10.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 10.01.

            SECTION 10.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, and the execution and delivery to the Lenders of the Notes
evidencing such Loans, regardless of any investigation made by the Lenders or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid and so long as the Commitments have not been terminated. Notwithstanding
the foregoing, the obligations of the Borrower contained in Sections 2.12, 2.14,
2.18 and 10.05 shall remain operative and in full force and effect regardless of
the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of the principal of and interest on any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent or any Lender.

            SECTION 10.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative Agent
and when the Administrative Agent shall have received copies hereof which, when
taken together, bear the signatures of each Lender, and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Administrative Agent
and each Lender and their respective successors and assigns permitted hereunder.

            SECTION 10.04. Successors and Assigns.

            (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any


                                       67

attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it and the Notes held by
it, if any) with the prior written consent (such consent not to be unreasonably
withheld) of:

                  (A) the Borrower, provided that no consent of the Borrower
      shall be required for an assignment to a Lender, an Affiliate of a Lender,
      an Approved Fund or, if an Event of Default under clause (b), (c), (g),
      (h) or (j) of Article VIII has occurred and is continuing, any other
      assignee; and

                  (B) the Administrative Agent, provided that no consent of the
      Administrative Agent shall be required for an assignment to an Eligible
      Assignee that is a Lender immediately prior to giving effect to such
      assignment or that is an Affiliate of such a Lender.

            (ii) Assignments shall be subject to the following additional
      conditions:

                  (A) except in the case of an assignment to a Lender or an
      Affiliate of a Lender or an assignment of the entire remaining amount of
      the assigning Lender's Commitment or Loans of any Type, the amount of the
      Commitment or Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Acceptance with
      respect to such assignment is delivered to the Administrative Agent) shall
      not be less than $5,000,000 unless each of the Borrower and the
      Administrative Agent otherwise consent, provided that no such consent of
      the Borrower shall be required if an Event of Default under clause (b),
      (c), (g), (h) or (j) of Article VIII has occurred and is continuing;

                  (B) each partial assignment shall be made as an assignment of
      a proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, provided that this clause shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Type of Commitment or
      Loan;

                  (C) the parties to each assignment shall execute and deliver
      to the Administrative Agent an Assignment and Acceptance, together with
      the Note


                                       68

      or Notes subject to such assignment, if any, and a processing and
      recordation fee of $3,500; and

                  (D) the Eligible Assignee, if it shall not be a Lender, shall
      deliver to the Administrative Agent an Administrative Questionnaire.

                        (iii) Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Acceptance the Eligible Assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15, 2.18 and
10.05). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 10.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.

                        (iv) The Administrative Agent, acting for this purpose
as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

                        (v) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an Eligible Assignee, together
with the Notes or Notes subject to such assignment, if any, the Eligible
Assignee's completed Administrative Questionnaire (unless the Eligible Assignee
shall already be a Lender hereunder), the processing and recordation fee
referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Acceptance and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph. Upon the new Lender's request, the Borrower, at its own expense,
shall execute and deliver to the Administrative Agent, in exchange for the
surrendered Note or Notes, if any, a new Note or Notes to the order of such
assignee. Such new Note or Notes shall be dated the date of the surrendered Note
or Notes which they replace and


                                       69

shall otherwise be in substantially the form of Exhibit A hereto. Canceled Notes
shall be returned to the Borrower.

            (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it and the Note held by it, if any); provided that

                  (A) such Lender's obligations under this Agreement shall
      remain unchanged,

                  (B) such Lender shall remain solely responsible to the other
      parties hereto for the performance of such obligations and

                  (C) the Borrower, the Administrative Agent and the other
      Lenders shall continue to deal solely and directly with such Lender in
      connection with such Lender's rights and obligations under this Agreement.
      Any agreement or instrument pursuant to which a Lender sells such a
      participation shall provide that such Lender shall retain the sole right
      to enforce this Agreement and to approve any amendment, modification or
      waiver of any provision of this Agreement; provided that such agreement or
      instrument may provide that such Lender will not, without the consent of
      the Participant, agree to any amendment, modification or waiver described
      in the first proviso to Section 10.08(b) that affects such Participant.
      Subject to paragraph (c)(ii) of this Section, the Borrower agrees that
      each Participant shall be entitled to the benefits of Sections 2.12, 2.13,
      2.14, 2.15 and 2.18 to the same extent as if it were a Lender and had
      acquired its interest by assignment pursuant to paragraph (b) of this
      Section. To the extent permitted by law, each Participant also shall be
      entitled to the benefits of Section 10.06 as though it were a Lender,
      provided such Participant agrees to be subject to Section 2.16 as though
      it were a Lender.

                        (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.12, 2.13 or 2.18 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.18 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.18(e) as though it were a Lender.

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement and the Notes issued to
it, if any, to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a


                                       70

security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

            SECTION 10.05. Expenses; Indemnity.

            (a) The Borrower agrees to pay all reasonable out-of-pocket expenses
incurred by the Administrative Agent and the Lead Arranger in connection with
the syndication of this Facility, the preparation, execution, delivery and
administration of this Agreement and the other Loan Documents or in connection
with any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by the Administrative Agent or any Lender in connection
with the enforcement or protection of their rights in connection with this
Agreement and the other Loan Documents or in connection with the Loans made or
the Notes, including the fees, charges and disbursements of Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Administrative Agent, and, in
connection with any such amendment, modification or waiver or any such
enforcement or protection, the fees, charges and disbursements of any other
counsel for the Administrative Agent, Lead Arranger or any Lender. The Borrower
further agrees that it shall indemnify the Lenders from and hold them harmless
against any present or future stamp taxes or documentary taxes, assessments or
charges made by any Governmental Authority by reason of the execution and
delivery of this Agreement or any of the other Loan Documents.

            (b) The Borrower agrees to indemnify the Administrative Agent, the
Lead Arranger, each Lender and each of their respective directors, officers,
employees and agents (each such Person being called an "Indemnitee") against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee. The obligations
of the Borrower hereunder shall include, but not be limited to: (x) the burden
and expense of defending all claims, suits and administrative proceedings (with
counsel chosen by the Indemnitee or, if requested by such Indemnitee, by the
Borrower and reasonably acceptable to such Indemnitee), even if such claims,
suits or proceedings are groundless, false or fraudulent; (y) conducting all
negotiations of any description; and (z) paying and discharging, when and as the
same become due, any and all judgments, penalties or other sums due from or
rendered against such Indemnitee. In the event that any Indemnitee shall allow
legal counsel to the Borrower to conduct or defend any action to which the
indemnification rights of this


                                       71

Section could be applicable, such Indemnitee shall retain the right to
participate in and monitor the progress of any claims, suits and administrative
proceedings with counsel of such Indemnitee's own choice, and the reasonable
fees and disbursements of such counsel shall be paid by the Borrower. To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnified Party, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.

            (c) All amounts due under this Section 10.05 shall be due and
payable upon written demand therefor.

            SECTION 10.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower against any and all the
obligations of the Borrower now or hereafter existing under this Agreement and
any other Loan Document, irrespective of whether or not such Lender shall have
made any demand under this Agreement or such other Loan Document and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

            SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            SECTION 10.08. Waivers; Amendment.

            (a) No failure or delay of the Administrative Agent or any Lender in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered


                                       72

into by the Borrower and Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the maturity of
or any scheduled principal payment date or date for the payment of any interest
on, any Loan, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan, without the prior written consent of
each Lender affected thereby, (ii) decrease or extend the date for payment of
the Facility Fees of any Lender without the prior written consent of such
Lender, (iii) increase or extend any Lender's Commitment, without the prior
written consent of such Lender, (iv) release all or substantially all of the
Collateral or release all or substantially all of the Guarantors from the
Guaranty, without the consent of all of the Lenders, or (v) amend or modify the
provisions of Section 2.15, the provisions of this Section, the percentages in
the definition of "Required Lenders", the second sentence of Section 10.04(a)(i)
or any other provision requiring the consent of each Lender, without in each
case the prior written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent. Each Lender and each holder of a Note shall be bound by
any waiver, amendment or modification authorized by this Section regardless of
whether its Note shall have been marked to make reference thereto, and any
consent by any Lender or holder of a Note pursuant to this Section shall bind
any Person subsequently acquiring a Note from it, whether or not such Note shall
have been so marked.

            SECTION 10.09. Interest Rate Limitation. Notwithstanding anything
herein or in the Notes to the contrary, if at any time the applicable interest
rate, together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable on the Loans made by such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

            SECTION 10.10. Independence of Covenants. All covenants contained in
this Agreement shall be given independent effect such that, in the event a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of an Event of
Default or Default if such action is taken or such condition exists.

            SECTION 10.11. Change in Accounting Principles. In the event any
change in accounting principles from those used in the preparation of the
financial statements referred to in Section 3.05 hereafter occasioned by the
promulgation of rules, regulations, pronouncements and opinions by, or required
by, the Financial Accounting Standards Board or the American Institute of
Certified Public Accountants (or successors thereto or agencies with similar
functions) directly results in (or would with the passage of time result in) a
change in the method of calculation of financial covenants, standards or terms
found in Articles I, V and VI and as a result thereof, the Borrower is unable to
comply with its related covenants hereunder, the parties hereto agree to use
their best-


                                       73

faith efforts for a period of 90 days from the date a responsible officer of the
Borrower first becomes aware of the effectiveness or proposed effectiveness of
such changes, to amend such provisions so as to reflect equitably such changes
with the desired result that (a) such provisions provide to the Lenders (in
their sole discretion) adequate protection and security consistent with that
provided by the original provisions and (b) the criteria for evaluating the
Borrower's financial condition shall be the same after such change as if such
change had not been made. In the event that a responsible officer of the
Borrower does not become aware of such changes prior to their effectiveness, and
such changes directly result in an event which would, pursuant to Article VII,
constitute a Default or an Event of Default hereunder, during such 90-day period
(so long as the Borrower continues to use its best faith efforts to amend such
provision), such default shall not constitute or be deemed a Default or Event of
Default hereunder and neither the Administrative Agent nor any Lender may
commence any remedial action against the Borrower based thereon (which
restriction shall not apply to any other defaults which constitute Events of
Default); provided, however, that if the Borrower and the Required Lenders have
not reached agreement on appropriate modifications to such provisions by the
earlier of (i) the date upon which the Borrower ceases using its best faith
efforts to reflect appropriate changes and (ii) the expiration of such 90-day
period, any and all limitations contained in this Section 10.11 shall
immediately expire and be of no further force or effect.

            SECTION 10.12. Entire Agreement. This Agreement and the other Loan
Documents and the agreements referred to in Section 2.06(b) constitute the
entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
(other than the agreements referred to in Section 2.06(b)) is superseded by this
Agreement and the other Loan Documents. Nothing in this Agreement or in the
other Loan Documents, expressed or implied, is intended to confer upon any party
other than the parties hereto and thereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.

            SECTION 10.13. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 10.13.


                                       74

            SECTION 10.14. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

            SECTION 10.15. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 10.03.

            SECTION 10.16. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 10.17. Jurisdiction; Consent to Service of Process.

            (a) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Borrower or
its properties in the courts of any jurisdiction.

            (b) The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

            (c) The Borrower hereby irrevocably designates, appoints and
empowers the Consent Agent, as its designee, appointee and agent to receive,
accept and acknowledge for and on its behalf, and in respect of its properties,
service of any and all


                                       75

legal process, summons, notices and documents which may be served in any such
action or proceeding. If for any reason the Consent Agent shall cease to be
available to act as such, the Borrower agrees to designate a new Consent Agent
in New York City on the terms and for the purposes of this provision
satisfactory to the Administrative Agent. The Borrower further irrevocably
consents to service of process in the manner provided for notices in Section
10.01. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

                      [THIS SPACE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]

                                       76

            IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the
Lenders have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.

                                     AMERCO

                                    By _______________________________
                                       Name:
                                       Title:

                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              JPMORGAN CHASE BANK,
                              individually and as Administrative Agent



                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              BANK OF AMERICA, N.A.


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              BANK ONE, NA, with its main office in Chicago,
                              Illinois


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              CITICORP USA, INC.


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              WELLS FARGO BANK, N.A.


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              FLEET NATIONAL BANK


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              U.S. BANK NATIONAL ASSOCIATION


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              WASHINGTON MUTUAL BANK

                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              LASALLE BANK NATIONAL ASSOCIATION


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                              KBC BANK N.V.


                              By _______________________________
                                 Name:
                                 Title:




                      [THIS SPACE INTENTIONALLY LEFT BLANK
                      ADDITIONAL SIGNATURE PAGES TO FOLLOW]

                                    EXHIBIT A

                                    [FORM OF]

                                      NOTE

                                                                    Reno, Nevada
                                                             _____________, 2002


            FOR VALUE RECEIVED, the undersigned, AMERCO, a Nevada corporation
(the "Borrower"), hereby promises to pay to the order of ______________ (the
"Lender"), in lawful money of the United States of America in immediately
available funds, at the office of JPMorgan Chase Bank (the "Administrative
Agent") located at 270 Park Avenue, New York, New York 10017, (i) on each
Interest Payment Date (as defined in the 3-Year Credit Agreement, dated as of
June 28, 2002, among the Borrower, the financial institutions parties thereto
and the Administrative Agent (as amended, modified, supplemented, extended or
restated from time to time, the "Credit Agreement"), the terms defined therein
being used herein as therein defined), _____________ Dollars ($________) or, if
less, the aggregate unpaid principal amount of all Loans made to the Borrower by
the Lender pursuant to the Credit Agreement to which such Interest Period
applies and (ii) on the Maturity Date, the aggregate unpaid principal amount of
all Loans made to the Borrower by the Lender pursuant to the Credit Agreement,
and to pay interest from the date hereof on the principal amount hereof from
time to time outstanding, in like funds, at said office at the rate or rates per
annum and payable on the dates provided in the Credit Agreement.

            The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at the rate or rates and at the times provided in the Credit Agreement.

            This Note is one of the Notes referred to in the Credit Agreement
and is entitled to the benefits thereof. As provided in the Credit Agreement,
this Note is subject to voluntary and mandatory prepayment, in whole or in part.

            In case an Event of Default shall occur and be continuing the
principal of and accrued interest on this Note shall become or may be declared
to be due and payable in the manner and with the effect provided in the Credit
Agreement.

            The Borrower hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.


                                      A-1

            THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

                                     AMERCO



                                     By:
                                        -------------------------------
                                     Title:
                                            ---------------------------


                                      A-2

                               Loans and Payments



                                                                               Unpaid           Name of
             Amount and       Last Day of              Payments              Principal          Person
               Type of       Interest Period                                 Balance of         Making
    Date        Loan             of Loan        Principal     Interest          Note           Notation
    ----        ----             -------        ---------     --------          ----           --------
                                                                             




                                      A-3

                                  SCHEDULE 1.01

                      LIST OF EXISTING DEBT AGREEMENT TO BE
                             PAID OFF AND TERMINATED

            5-Year Credit Agreement, dated as of June 30, 1997, among AMERCO,
the Lenders named therein, and The Chase Manhattan Bank, N.A., as Administrative
Agent, as amended, supplemented or otherwise modified from time to time. Total
commitments to be terminated on Closing Date: $400,000,000

      Outstanding Loans, accrued interest and Fees
      to be paid off on Closing Date:  $299,066,159.05.


                                       1

                                  SCHEDULE 2.01

                             LENDERS AND COMMITMENTS



                                                                         Percentage
                                                  Amount of                of Total
     Name of Lender                              Commitment              Commitments
     --------------                              ----------              -----------
                                                                   
JPMorgan Chase Bank                             $ 25,000,000                 12.195%
Bank of America, N.A                            $ 25,000,000                 12.195%
Bank One, NA                                    $ 25,000,000                 12.195%
Citicorp USA, Inc.                              $ 20,000,000                  9.756%
Wells Fargo Bank, N.A                           $ 20,000,000                  9.756%
Fleet National Bank                             $ 20,000,000                  9.756%
U.S. Bank National Association                  $ 20,000,000                  9.756%
Washington Mutual Bank                          $ 20,000,000                  9.756%
LaSalle Bank National Association               $ 20,000,000                  9.756%
KBC Bank N.V.                                   $ 10,000,000                  4.878%
   Total                                        $205,000,000                    100%
                                                ============                 ======



                                       1

                                  SCHEDULE 3.08
                             SUBSIDIARIES OF AMERCO

CONSOLIDATED SUBSIDIARIES:



                                                                                            Percentage of
                                                                                          Voting Stock Owned
                     Name of Entity                       Jurisdiction of Incorporation   by Immediate Parent
                     --------------                       -----------------------------   -------------------
                                                                                    
PARENT                                                                                           N/A

I. AMERCO
   FIRST LEVEL SUBSIDIARY

   A.   Amerco Real Estate Company                                   Nevada                      100%
        SECOND LEVEL SUBSIDIARIES

        1.  Amerco Real Estate Services, Inc.                        Nevada                      100%
        2.  Amerco Real Estate Company of Alabama, Inc.              Alabama                     100%
        3.  Amerco Real Estate Company of Texas, Inc.                 Texas                      100%
        4.  One PAC Company                                          Nevada                      100%
        5.  Two PAC Company                                          Nevada                      100%
        6.  Three PAC Company                                        Nevada                      100%
        7.  Four PAC Company                                         Nevada                      100%
        8.  Five PAC Company                                         Nevada                      100%
        9.  Six PAC Company                                          Nevada                      100%
        10. Seven PAC Company                                        Nevada                      100%
        11. Eight PAC Company                                        Nevada                      100%
        12. Nine PAC Company                                         Nevada                      100%
        13. Ten PAC Company                                          Nevada                      100%
        14. Eleven PAC Company                                       Nevada                      100%
        15. Twelve PAC Company                                       Nevada                      100%
        16. Fourteen PAC Company                                     Nevada                      100%
        17. Fifteen PAC Company                                      Nevada                      100%
        18. Sixteen PAC Company                                      Nevada                      100%
        19. Seventeen PAC Company                                    Nevada                      100%
        20. Nationwide Commercial Co.                                Arizona                     100%
           THIRD LEVEL SUBSIDIARIES

           a. Yonkers Property Corporation                          New York                     100%
   FIRST LEVEL SUBSIDIARY

   B.   Republic Western Insurance Company                           Arizona                     100%
        SECOND LEVEL SUBSIDIARIES

        1.  North American Fire and Casualty Insurance              Louisiana                    100%
        Company
        2.  Republic Western Syndicate, Inc.                        New York                     100%
        3.  Republic Claims Service Co.                              Arizona                     100%



                                        1

                                  SCHEDULE 3.08
                             SUBSIDIARIES OF AMERCO

                     CONSOLIDATED SUBSIDIARIES: (CONTINUED)

                                                                                    
        4.  RWIC Investments, Inc.                                   Arizona                     100%
           THIRD LEVEL SUBSIDIARIES

        a.  Republic Western Specialty Underwriters,                 Arizona                     100%
        Inc.
        b.  Ponderosa Insurance Agency, Inc.                         Arizona                     100%
   FIRST LEVEL SUBSIDIARY

   C.   U-Haul International, Inc.                                   Nevada                      100%
        SECOND LEVEL SUBSIDIARIES

        1.  A & M Associates, Inc.                                   Arizona                     100%
        2.  INW Company                                            Washington                    100%
        3.  U-Haul Business Consultants, Inc.                        Arizona                     100%
        4.  U-Haul Co. of Alabama, Inc.                              Alabama                     100%
        5.  U-Haul Co. of Alaska                                     Alaska                      100%
        6.  U-Haul Co. of Arizona                                    Arizona                     100%
        7.  U-Haul Co. of Arkansas                                  Arkansas                     100%
        8.  U-Haul Co. of California                               California                    100%
        9.  U-Haul Co. (Canada) Ltd.                                 Ontario                     100%
        10. U-Haul Co. of Colorado                                  Colorado                     100%
        11. U-Haul Co. of Connecticut                              Connecticut                   100%
        12. U-Haul Co. of District of Columbia, Inc.          District of Columbia               100%
        13. U-Haul of Florida                                        Florida                     100%
        14. U-Haul Co. of Georgia                                    Georgia                     100%
        15. U-Haul of Hawaii, Inc.                                   Hawaii                      100%
        16. U-Haul Co. of Idaho, Inc.                                 Idaho                      100%
        17. U-Haul Co. of Illinois, Inc.                            Illinois                     100%
        18. U-Haul Co. of Indiana, Inc.                              Indiana                     100%
        19. U-Haul Co. of Iowa, Inc.                                  Iowa                       100%
        20. U-Haul Co. of Kansas, Inc.                               Kansas                      100%
        21. U-Haul Co. of Kentucky                                  Kentucky                     100%
        22. U-Haul Co. of Louisiana                                 Louisiana                    100%
        23. U-Haul Co. of Maine, Inc.                                 Maine                      100%
        24. U-Haul Co. of Maryland, Inc.                            Maryland                     100%
        25. U-Haul Co. of Massachusetts, Inc.                     Massachusetts                  100%
        26. U-Haul Co. of Michigan                                  Michigan                     100%
        27. U-Haul Co. of Minnesota                                 Minnesota                    100%
        28. U-Haul Co. of Mississippi                              Mississippi                   100%
        29. U-Haul Company of Missouri                              Missouri                     100%
        30. U-Haul Co. of Montana, Inc.                              Montana                     100%
        31. U-Haul Co. of Nebraska                                  Nebraska                     100%




                                       2

                                  SCHEDULE 3.08
                             SUBSIDIARIES OF AMERCO

                     CONSOLIDATED SUBSIDIARIES: (CONTINUED)


                                                                                    
        32. U-Haul Co. of Nevada, Inc.                               Nevada                      100%
        33. U-Haul Co. of New Hampshire, Inc.                     New Hampshire                  100%
        34. U-Haul Co. of New Jersey, Inc.                         New Jersey                    100%
        35. U-Haul Co. of New Mexico, Inc.                         New Mexico                    100%
        36. U-Haul Co. of New York, Inc.                            New York                     100%
        37. U-Haul Co. of North Carolina                         North Carolina                  100%
        38. U-Haul Co. of North Dakota                            North Dakota                   100%
        39. U-Haul Co. of Oklahoma, Inc.                            Oklahoma                     100%
        40. U-Haul Co. of Oregon                                     Oregon                      100%
        41. U-Haul Co. of Pennsylvania                            Pennsylvania                   100%
        42. U-Haul Co. of Rhode Island                            Rhode Island                   100%
        43. U-Haul Co. of South Carolina, Inc.                   South Carolina                  100%
        44. U-Haul Co. of South Dakota, Inc.                      South Dakota                   100%
        45. U-Haul Co. of Tennessee                                 Tennessee                    100%
        46. U-Haul Co. of Utah, Inc.                                  Utah                       100%
        47. U-Haul Co. of Virginia                                  Virginia                     100%
        48. U-Haul Co. of Washington                               Washington                    100%
        49. U-Haul Co. of West Virginia                           West Virginia                  100%
        50. U-Haul Co. of Wisconsin, Inc.                           Wisconsin                    100%
        51. U-Haul Co. of Wyoming, Inc.                              Wyoming                     100%
        52. U-Haul Leasing & Sales Co.                               Nevada                      100%
        53. U-Haul Self-Storage Corporation                          Nevada                      100%
        54. U-Haul Co. of Texas                                       Texas                      100%
            THIRD LEVEL SUBSIDIARIES

            a.    Mover's Club, Inc.                                  Texas                      100%

   FIRST LEVEL SUBSIDIARIES

   D.   Oxford Life Insurance Company                                Arizona                     100%

   SECOND LEVEL SUBSIDIARIES

   1.   Oxford Life Insurance Agency, Inc.                           Arizona                     100%
   2.   Christian Fidelity Life Insurance Company                     Texas                      100%
   3.   Encore Financial, Inc.                                      Wisconsin                    100%

   THIRD LEVEL SUBSIDIARIES

   a.   North American Insurance Company                            Wisconsin                    100%
   b.   Encore Agency, Inc.                                         Louisiana                    100%

   FOURTH LEVEL SUBSIDIARIES

   i. Community Health, Inc.                                        Wisconsin                     80%




                                       3

                                  SCHEDULE 3.08
                             SUBSIDIARIES OF AMERCO

                     CONSOLIDATED SUBSIDIARIES: (CONTINUED)


SUBSIDIARIES (OTHER THAN
CONSOLIDATED SUBSIDIARIES):




                                         Percentage of Voting Stock Owned
                      Jurisdiction of       by AMERCO and each other
Name of Subsidiary     Incorporation          Subsidiary of AMERCO
- ------------------     -------------          --------------------
                                   
  None                                                  N/A



                                        4

                                  SCHEDULE 3.19
                              PRIORITY INDEBTEDNESS


                                                               
Consolidated Tangible Net Assets as defined
As of December 31, 2001                                           $3,504,942,000

Maximum allowed under Credit Agreement and
Agreements reflected on Schedule 6.01 (10% of
Consolidated Tangible Net Assets)                                 $  350,494,000

Priority Indebtedness as defined

Amerco Real Estate Senior Notes Series A                          $   95,000,000
Amerco Real Estate Senior Notes Series B                          $    5,000,000
Subsidiary Mortgage Obligations                                   $      213,031
Subsidiary Guarantees under this Credit Agreement                 $  205,000,000

Total Priority Indebtedness as Defined                            $  305,213,031




                                       1

                                  SCHEDULE 6.01
                              EXISTING INDEBTEDNESS

$95,000,000 AMERCO REAL ESTATE SENIOR NOTES SERIES A DATED MARCH 15, 2002
$5,000,000 AMERCO REAL ESTATE SENIOR NOTES SERIES B DATED MARCH 15, 2002
AMERCO SECURITIZED ASSET DEFEASANCE PROGRAM DATED SEPTEMBER 14, 1999
BANK OF MONTREAL SYNTHETIC LEASE FACILITY DATED AS OF JULY 27, 1999
ROYAL BANK OF CANADA SYNTHETIC LEASE FACILITY DATED AS OF APRIL 5, 2001
INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT WITH CHEMICAL BANK DATED
  MARCH 5, 1992


                                       1

                                  SCHEDULE 6.03
               LIENS SECURING INDEBTEDNESS IN EXCESS OF $1,000,000

                                      NONE.


                                       1

EX-10.46

                                                                   EXHIBIT 10.46

                                 PROMISSORY NOTE

      $5,000,000.00                                    Date: as of April 1, 1996


      FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the
order of U-Haul International, Inc., ("Payee") a Nevada corporation, at 2727
North Central Avenue, Phoenix, Arizona 85004, or at such other address as the
holder hereof may from time to time designate in writing, without defalcation or
offset, the principal sum of up to Five Million Dollars, payable with interest
at nine percent (9%) per annum in quarterly installments equal to the quarterly
disbursements made to Maker (the "Borrower") directly or indirectly pursuant to
certain Collection Account Agreements to which the Borrower is a party and which
relate to the mortgage loans on certain real estate owned directly or indirectly
by Maker (but only after such quarterly disbursements become available after
satisfying pre-existing loan obligations under other notes payable to Payee),
payable within ten (10) days each such disbursement is made to the Borrower and
continuing until October 1, 2005, when any remaining outstanding principal
balance and accrued but unpaid interest thereon is due and payable. The
principal balance of this Note may increase, from time to time, up to the
$5,000,000.00 face amount according to the disbursements made by Payee to Maker.

      Interest shall be computed from the date of this Note until paid based on
a three hundred sixty (360) day year of twelve equal thirty-day months. Interest
shall be compounded monthly.

      Notwithstanding any provision herein, the total liability for payments of
interest or in the nature of interest, shall not exceed the limits now imposed
by the applicable usury law including the choice of law rules. In the event of
the acceleration of this Note, the total charges for interest and in the nature
of interest shall not exceed the maximum amount allowed by law and any excess
portion of such charges that may have been prepaid shall be refunded to the
Maker hereof. Such refund shall be made by application of the amount involved
against the sums due hereunder, but such crediting shall not cure or waive the
default occasioning acceleration.

      Maker shall, at any time, have the right to prepay, without penalty or
premium, all or any portion of the loan evidenced by this Note upon at least ten
(10) days advance notice to Payee. No prepayment may be made, however, on any
date other than a regularly scheduled payment date.

      If any installment of interest or principal or any other payment is not
paid by Maker within the time periods hereinafter set forth, then there shall
also be immediately due and payable a late charge at the rate of five ($.05)
cents for each dollar of such delinquent payment. It is further understood that
subject to the provisions hereinafter set forth with regard to grace periods of
such default should there by any default in the payment of any installment of
interest or principal on the date on which it shall fall due, or in the
performance of any of the agreements, conditions, covenants, provisions or
stipulations contained in this Note, then Payee, at its option

and after the expiration of the grace period, if any, hereinafter set forth, may
declare immediately due and payable the entire unpaid balance of principal with
interest accrued thereon; and payment thereof of may be enforced and recovered
in whole or in part at any time by one or more of the remedies provided to Payee
in this Note. In such case Payee may also recover all costs of suit and other
expenses in connection therewith, together with reasonable attorney's fees. Any
default under that certain Promissory Note in the amount of up to $10,000,000.00
dated October 1, 1995 (the "Junior Note"), with the Borrower as maker thereof
and U-Haul International, Inc. as Payee, shall constitute a default under this
Note and all principal and accrued interest hereunder shall become immediately
due and payable.

      Any check, draft, money order, or other instrument given in payment of all
or any portion of this Note may be accepted by Payee and handled for collection,
but the acceptance of the check, draft, money order, or other instrument will
not constitute payment under the Note or diminish any of Payee's rights under
the Note unless and until actual cash proceeds are unconditionally received by
Payee and applied to the indebtedness evidenced by this Note. Unless a default
under this Note has occurred and is continuing, all payments made by Maker under
this Note shall be applied: (i) first, to late charges, costs of collection or
enforcement, and similar amounts due, if any, under the Note; (ii) second, to
interest which is due and payable under this Note; and (iii) third, the
remainder to principal due and payable under this Note. If a default under this
Note has occurred and is continuing, all payments made by Maker under this Note
shall be applied to the sums due under this Note in any order or combination
that Payee may determine, in its sole discretion.

      Maker and all endorsers, sureties and, guarantors hereby jointly and
severally waive presentment for payment, demand, notice of demand, notice on
nonpayment or dishonor, protest and notice of protest of this Note, and all
other notices in connection with the delivery, acceptance, performance, default
or enforcement of the payment of this Note, and they agree that the liability of
each of them shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee. Maker and all endorsers, sureties, and guarantors consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, with or
without substitution, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their
liability hereunder.

      The rights and remedies of the Payee under this Note are intended to be
cumulative and concurrent and may be pursued singularly, successively, or
together against Maker and all sureties, successively, or together against Maker
and all sureties, guarantors, and endorsers of the Note, or any of them. If
there is more than one Maker, the obligations and covenants of each Maker shall
be joint and several.

      Payee shall not be deemed, by an act of omission or commission, to have
waived any of its rights or remedies hereunder unless such waiver is in writing
and signed by Payee, and then only to the extent specifically set forth in
writing. A waiver of one event shall not be construed as continuing or as a bar
to or waiver of any right or remedy to a subsequent event.


                                       2

      A determination that any provision of this Note is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
and any determination that the application of any provision, of this Note to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.

      Notwithstanding any provision herein, this Note shall be nonrecourse to
Maker to the same extent as set forth in Section 20 of the Junior Note.

      Time is of the strictest essence in the payment and performance by Maker
under this Note.

      This instrument shall be governed by and construed according to the laws
of the State of Arizona.

      IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly
executed this Note and has caused it to be duly attested, effective as of the
day and year first above written.


"MAKER"

Four SAC Self-Storage Corporation


_________________________________
Mark V. Shoen, President


                                       3

EX-10.46A

                                                                EXHIBIT 10.46A


                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, Four SAC Self-Storage Corporation, a
Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the
"Note") dated as of April 1, 1996 in the original principal amount of $5,000,000
payable to the order of U-Haul International, Inc. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      The Note is hereby amended to provide that effective as of April 1, 2002,
interest thereunder is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                              Four SAC Self-Storage Corporation


                                              By: ______________________________
                                                  Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.


                                              U-Haul International, Inc.


                                              By: ______________________________
                                                  Gary B. Horton, Assistant
                                                  Treasurer

EX-10.47

                                                                   EXHIBIT 10.47


                                                                     Senior Loan

                                 PROMISSORY NOTE

$400,000                                            dated as of February 1, 1998

      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 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 FOUR HUNDRED THOUSAND DOLLARS ($400,000) 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.

            "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 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


                                      -2-

      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 $100,000.00 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 $400,000 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 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.


                                      -3-

            "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.

            "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.


                                      -4-

            "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(i)
      below.

            "Property Management Agreement": shall have the meaning given such
      term in Section 6(1) 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 Assignment and Pledge Agreement
      and the Collection Account Agreement.

            "Stated Maturity Date": shall mean February 1, 2008.

            "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.


                                      -5-

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 February 28,
      1998 (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 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.

      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


                                      -6-

      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 February 1, 2005, 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 February 1, 2005
      to January 31, 2008. 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 February 1, 2005, 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.

            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


                                      -7-

      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 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
      initialed this


                                      -8-

      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:______

            (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 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;


                                      -9-

            (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 5. 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:

            (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.


                                      -10-

            (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 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.


                                      -11-

            (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 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 _____

            (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


                                      -12-

      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
      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.


                                      -13-

            (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 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;


                                      -14-

                  (ix)   has maintained, is maintaining, and shall maintain
            books and records and bank accounts separate from those of its
            Affiliates;

                  (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 not, directly or
indirectly:


                                      -15-

            (a)   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.

            (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,
      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.

            (d)   Sales. Without obtaining the prior written consent of Holder
      (which Holder may withhold or condition in its sole and absolute
      discretion), cause, permit or acquiesce in any Sale.

            (e)   Distributions. Notwithstanding anything to the contrary
      contained in this Note or the Debt Papers, Maker shall not make any
      distributions to any of its partners or shareholders, except for
      distributions expressly permitted by the Assignment and Pledge Agreement.

            (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.


                                      -16-

      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, 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


                                      -17-

      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 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


                                      -18-

      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 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


                                      -19-

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.   Notice. 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:                SAC Holding 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

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


                                      -20-

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 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.


                                      -21-

      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.

      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


            ___________________________
            Mark V. Shoen, President


                                      -22-

EX-10.48

                                                                  EXHIBIT 10.48

                                                                    Junior Loan

                                 PROMISSORY NOTE

$100,000.00                                         dated as of February 1, 1998


      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 up to One Hundred Thousand Dollars
($100,000.00), 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.

            "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 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


                                      -2-

      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 $100,000.00
      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 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


                                      -3-

      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 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.


                                      -4-

            "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(1) 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 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.


                                      -5-

            "Senior Loan": shall mean that certain loan in the amount of
      $400,000 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 February 1, 2008 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.

      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:


                                      -6-

                  (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 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.


                                      -7-

            (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 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


                                      -8-

      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" 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: (an) 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 (an) 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.


                                      -9-

                  (v)   Determination of Fair Market Value. The fair market
      value of the Project shall be determined for purposes of this Note as
      follows:

                        (A)   Partial Sale. In the event of a Sale of a portion
      of the Project, Holder shall select an experienced and reputable appraiser
      to prepare a written appraisal report of the fair market value of the
      Project in accordance with clause (C) below, and the appraised fair market
      value submitted to Holder by such appraiser shall be conclusive for
      purposes of this Note.

                        (B)   Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C)   Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MM-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


                                      -10-

      discloses that any amount properly payable by Maker to Holder hereunder
      exceeded by five percent (5%) or more the amount actually paid and
      initially reported by maker as being payable with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix)   No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest `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; arid, 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


                                      -11-

      outstanding, together with all Basic Interest (including without
      limitation, Deferred Interest), and Additional Interest accrued hereunder
      and not theretofore paid. Each payment of principal of, Basic Interest
      (including without limitation, Deferred Interest), and Additional Interest
      on, or any other amounts of any kind with respect to, this Note shall be
      made by the Maker to the Holder hereof at its office in Phoenix, Arizona
      (or at any other place which the Holder may hereafter designate for such
      purpose in a notice duly given to the Maker hereunder), not later than
      noon, Eastern Standard Time, on the date due thereof; and funds received
      after that hour shall be deemed to have been received by the Holder on the
      next following business day. Whenever any payment to be made under this
      Note shall be stated to be due on a date which is not a business day, the
      due date thereof shall be extended to the next succeeding business day,
      and interest shall be payable at the applicable rate during such
      extension.

            (b)   Late Payment Charges. If any amount of Interest, principal or
      any other charge or amount which becomes due and payable under this Note
      is not paid and received by the Holder within five business days after the
      date it first becomes due and payable, Maker shall pay to the Holder
      hereof a late payment charge in an amount equal to five percent (5%) of
      the full amount of such late payment, whether such late payment is
      received prior to or after the expiration of the ten-day cure period set
      forth in Section 8(a). Maker recognizes that in the event any payment
      secured hereby (other than the principal payment due upon maturity of the
      Note, whether by acceleration or otherwise) is not made when due, Holder
      will incur extra expenses in handling the delinquent payment, the exact
      amount of which is impossible to ascertain, but that a charge of five
      percent (5%) of the amount of the delinquent payment would be a reasonable
      estimate of the expenses so incurred. Therefore, if any such payment is
      not received when due and payable, Maker shall without prejudicing or
      affecting any other rights or remedies of the trustee under those certain
      Junior Deeds of Trust (or Junior Mortgages, or Junior Deeds to Secure
      Debt), Assignment of Leases and Rents, Security Agreement, Financing
      Statement and Fixture Filing of even date herewith or Holder pay to Holder
      to cover expenses incurred in handling the delinquent payment, an amount
      calculated at five percent (5%) of the amount of the delinquent payment.

            (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 ("PY") of all future installments of principal
and interest due pursuant to Section 4(a) of this


                                      -12-

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 (degree)[(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 initialed 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:_____


                                      -13-

      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
      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


                                      -14-

            (j)   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 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


                                      -15-

      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 AN])
      SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE
      CLAIMS OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE
      TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE
      EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND
      DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
      INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED
      CLAIM, ACTION OR PROCEEDING ARISING 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


                                      -16-

      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____

            (h)   Co-operation. Execute and deliver to Holder any and all
      instruments, documents and agreements, and do or cause to be done from
      time to time any and all other acts, reasonably deemed necessary or
      desirable by Holder to effectuate the provisions and purposes of the Debt
      Papers.

            (i)   Requirements of Law. Comply at all times with all Requirements
      of Law.

            (j)   Management Agreement. Cause or permit the Project to be
      initially managed by a subsidiary of U-Haul International, Inc. and to be
      at all times managed by a nationally recognized self-storage property
      management company (the "Project Manager") 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.


                                      -17-

      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
      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


                                      -18-

      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;

            (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


                                      -19-

      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 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.


                                      -20-

      12.   Waiver.

            (a)   Maker, for itself and for its successors, transferees and
      assigns and all guarantors and endorsers, hereby waives diligence,
      presentment and demand for payment, protest, notice of protest and
      nonpayment, dishonor and notice of dishonor, notice of the intention to
      accelerate, notice of acceleration, and all other demands or notices of
      any and every kind whatsoever (except only for any notice of default
      expressly provided for in Section 8 of this Note or in the Security
      Documents) and the undersigned agrees that this Note and any or all
      payments coming due hereunder may be extended from time to time in the
      sole discretion of the Holder hereof without in any way affecting or
      diminishing their liability hereunder.

            (b)   No extension of the time for the payment of this Note or any
      payment becoming due or payable hereunder, which may be made by agreement
      with any Person now or hereafter liable for the payment of this Note,
      shall operate to release, discharge, modify, change or affect the original
      liability under this Note, either in whole or in part, of the Maker if it
      is not a party to such agreement.

            (c)   No delay in the exercise of any right or remedy hereunder
      shall be deemed a waiver of such right or remedy, nor shall the exercise
      of any right or remedy be deemed an election of remedies or a waiver of
      any other right or remedy. Without limiting the generality of the
      foregoing, the failure of the Holder hereof promptly after the occurrence
      of any Event of Default hereunder to exercise its right to declare the
      indebtedness remaining unmatured hereunder to be immediately due and
      payable shall not constitute a waiver of such right while such Event of
      Default continues nor a waiver of such right in connection with any future
      Event of Default on the part of the undersigned.

      13.   Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of 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


                                      -21-

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

      16.

      17.

      18.

      19.   .........PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER
PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE HOLDER
HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE HOLDER HEREOF IN
EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE
OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE
OF ITS ROLE AS A SECURED LENDER.

      20.   Limitation of Personal Liability. Except for fraud or knowing
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage); provided, however, that the foregoing shall not in any way
diminish or affect (i) any rights the Holder may have (as a secured party or
otherwise) to, against or with respect, to the Collateral or any other property
at any time securing any of the liabilities, (ii) any rights of the Holder
against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

      21.   JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
NOTE OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN


                                      -22-

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.

      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


            ___________________________
            Mark V. Shoen, President


                                      -23-

EX-10.48A

                                                                 EXHIBIT 10.48A

                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of February 1, 1998 in the original principal amount of $100,000.00
payable to the order of Nationwide Commercial Co. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                                     SAC Holding Corporation

                                                     By:
                                                        ------------------------
                                                     Bruce Brockhagen, Secretary

      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                                     Nationwide Commercial Co.


                                                     By:
                                                        ------------------------
                                                     Gary B. Horton, Secretary

EX-10.49

                                                                   EXHIBIT 10.49

                                                                     Senior Loan

                                 PROMISSORY NOTE

$80,000,000                                             dated as of July 1, 1998

      FOR VALUE RECEIVED, the undersigned Five 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 EIGHTY MILLION DOLLARS
($80,000,000) 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.

            "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 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


                                      -2-

      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 $20,000,000.00 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 $80,000,000
      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 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



                                      -3-

      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.

            "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.



                                      -4-

            "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 Assignment and Pledge Agreement
      and the Collection Account Agreement.

            "Stated Maturity Date": shall mean July 1, 2008.

            "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.


                                      -5-

      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/l000ths percent (8.375%) per annum, payable monthly, in arrears,
      on the last thy 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.

      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


                                      -6-

      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 herein
      below) 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.

            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


                                      -7-

      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 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
      initialed 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.



                                      -8-

                  Maker's Initials:_____

            (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 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


                                      -9-

      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:

            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


                                      -10-

      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. 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


                                      -11-

      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
      DEFENSES. 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 _______

            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.



                                      -12-

            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 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

                                      -13-

      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 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;


                                      -14-

                  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 not, directly or
indirectly:

            a. 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.



                                      -15-

            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,
      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.

            d. Sales. Without obtaining the prior written consent of Holder
      (which Holder may withhold or condition in its sole and absolute
      discretion), cause, permit or acquiesce in any Sale.

            e. Distributions. Notwithstanding anything to the contrary contained
      in this Note or the Debt Papers, Maker shall not make any distributions to
      any of its partners or shareholders, except for distributions expressly
      permitted by the Assignment and Pledge Agreement.

            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


                                      -16-

      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,
      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


                                      -17-

      of the acts described in any of the preceding clauses (1), (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 (1) 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


                                      -18-

      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 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.



                                      -19-

      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


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.

                                      -20-

      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 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.


                                      -21-

      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.

      FIVE SAC SELF-STORAGE CORPORATION
      a Nevada corporation
      _________________________________
      Bruce g. Brockhagen, Secretary



                                      -22-

EX-10.50

                                                                   EXHIBIT 10.50

                                                                     Junior Loan


                                 PROMISSORY NOTE

$20,000,000.00                                         dated as of July 1, 1998


      FOR VALUE RECEIVED, the undersigned, Five 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 Twenty Million Dollars
($20,000,000.00), 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.



            "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 dining such period arising from the
      ownership, rental, use, occupancy or operation of the Project or any
      portion thereof. Gross Receipts shall include, without limitation, all
      receipts from all tenants, licensees and other occupants and users of the
      Project or any portion thereof, including, without limitation, rents,
      security deposits and the like, interest earned and paid or credited on
      all Maker's deposit accounts related to the Project, all proceeds of rent
      or business interruption insurance, and the proceeds of all casualty
      insurance or eminent domain awards to the extent not (i) applied, or
      reserved and applied within six (6) months after the creation of such
      reserve, to the restoration of the Project in accordance with the
      Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan
      or (iii) paid to reduce the principal amount of the Senior Loan. Gross
      Receipts shall


                                       2


      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 $20,000,000.00
      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 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


                                        3


      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 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.


                                       4


            "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 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.


                                       5


            "Senior Loan": shall mean that certain loan in the amount of
      $80,000,000 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 July 1, 2008 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.

      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:


                                       6


                  (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 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.


                                       7


            (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 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


                                       8


      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" 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.


                                       9


                  (v) Determination of Fair Market Value. The fair market value
      of the Project shall be determined for purposes of this Note as follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced, and reputable appraiser
      to prepare a written appraisal report of the fair market value of the
      Project in accordance with clause (C) below, and the appraised fair market
      value submitted to Holder by such appraiser shall be conclusive for
      purposes of this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section 2(h) shall be deemed or construed to waive, restrict, impair,
      or in any manner affect Holder's rights hereunder or under any provisions
      of the Debt Papers to consent (or withhold its consent) to: any prepayment
      of the Loan in whole or in part; sales or other transfers of all or any
      portion of the Project or any interest therein; sales or other transfers
      of any ownership interests in Maker; any refinancing of all or any portion
      of the Loan; any junior financing; or, any other matters which require
      Holder's consent.

                  (vii) Statement. Books and Records. With each payment of
      Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
      statement setting forth Maker's proposed calculation of, Net Capital
      Proceeds and Capital Proceeds 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


                                       10


      discloses that any amount properly payable by Maker to Holder hereunder
      exceeded by five percent (5%) or more the amount actually paid and
      initially reported by maker as being payable with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest 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


                                       11


      outstanding, together with all Basic Interest (including, without
      limitation, Deferred Interest), and Additional Interest accrued hereunder
      and not theretofore paid. Each payment of principal of, Basic Interest
      (including, without limitation, Deferred Interest), and Additional
      Interest on, or any other amounts of any kind with respect to, this Note
      shall be made by the Maker to the Holder hereof at its office in Phoenix,
      Arizona (or at any other place which the Holder may hereafter designate
      for such purpose in a notice duly given to the Maker hereunder), not later
      than noon, Eastern Standard Time, on the date due thereof; and funds
      received after that hour shall be deemed to have been received by the
      Holder on the next following business day. Whenever any payment to be made
      under this Note shall be stated to be due on a date which is not a
      business day, the due date thereof shall be extended to the next
      succeeding business day, and interest shall be payable at the applicable
      rate during such extension.

            (b) Late Payment Charges. If any amount of Interest, principal or
      any other charge or amount which becomes due and payable under this Note
      is not paid and received by the Holder within five business days after the
      date it first becomes due and payable, Maker shall pay to the Holder
      hereof a late payment charge in an amount equal to five percent (5%) of
      the full amount of such late payment, whether such late payment is
      received prior to or after the expiration of the ten-day cure period set
      forth in Section 8(a). Maker recognizes that in the event any payment
      secured hereby (other than the principal payment due upon maturity of the
      Note, whether by acceleration or otherwise) is not made when due, Holder
      will incur extra expenses in handling the delinquent payment, the exact
      amount of which is impossible to ascertain, but that a charge of five
      percent (5%) of the amount of the delinquent payment would be a reasonable
      estimate of the expenses so incurred. Therefore, if any such payment is
      not received when due and payable, Maker shall without prejudicing or
      affecting any other rights or remedies of the trustee under those certain
      Junior Deeds of Trust (or Junior Mortgages, or Junior Deeds to Secure
      Debt), Assignment of Leases and Rents, Security Agreement, Financing
      Statement and Fixture Filing of even date herewith or Holder pay to Holder
      to cover expenses incurred in handling the delinquent payment, an amount
      calculated at five percent (5%) of the amount of the delinquent payment.

            (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 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 4(a) of this


                                       12


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 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 initialed 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:


                                       13


      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
      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


                                       14


            (j) 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 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


                                       15

      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 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


                                       16

      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

            (h) Co-operation. Execute and deliver to Holder any and all
      instruments, documents and agreements, and do or cause to be done from
      time to time any and all other acts, reasonably deemed necessary or
      desirable by Holder to effectuate the provisions and purposes of the Debt
      Papers.

            (i) Requirements of Law. Comply at all times with all Requirements
      of Law.

            (j) Management Agreement. Cause or permit the Project to be
      initially managed by a subsidiary of U-Haul International, Inc. and to be
      at all times managed by a nationally recognized self-storage property
      management company (the "Project Manager") 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.


                                       17


      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
      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


                                       18


      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;

            (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


                                       19


      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 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.


                                       20


      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 lime for the payment of this Note or any
      payment becoming due or payable hereunder, which may be made by agreement
      with any Person now or hereafter liable for the payment of this Note,
      shall operate to release, discharge, modify, change or affect the original
      liability under this Note, either in whole or in part, of the Maker if it
      is not a party to such agreement.

            (c) No delay in the exercise of any right or remedy hereunder shall
      be deemed a waiver of such right or remedy, nor shall the exercise of any
      right or remedy be deemed an election of remedies or a waiver of any other
      right or remedy. Without limiting the generality of the foregoing, the
      failure of the Holder hereof promptly after the occurrence of any Event of
      Default hereunder to exercise its right to declare the indebtedness
      remaining unmatured hereunder to be immediately due and payable shall not
      constitute a waiver of such right while such Event of Default continues
      nor a waiver of such right in connection with any future Event of Default
      on the part of the undersigned.

      13. Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

      14. The Debt Papers. This Note is 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


                                       21


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, Arizona  85210

          If to the Holder:  Nationwide Commercial Co.
                             c/o Amerco
                             2721 North Central Avenue
                             Phoenix, Arizona  85004
                             Attention: Donald Murney or Treasurer

          with a copy to:    Nationwide Commercial Co.
                             c/o Amerco
                             2721 North Central Avenue
                             Phoenix, Arizona  85004
                             Attention: Gary V. Klinefelter or General Counsel

or to either party at such other address in the 48 contiguous continental United
States of America as such party may designate as its address for the receipt of
notices hereunder in a written notice duly given to the other party.

      16. Time of the Essence. Time is hereby declared to be of the essence of
this Note and of every part hereof.

      17. Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

      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.


                                       22


      19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      20. Limitation of Personal Liability. Except for fraud or knowing
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage); provided, however, that the foregoing shall not in any way
diminish or affect (i) any rights the Holder may have (as a secured party or
otherwise) to, against or with respect to the Collateral or any other property
at any time securing any of the liabilities, (ii) any rights of the Holder
against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

      21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH TELLS 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.


                                       23


      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.


                                        FIVE SAC SELF-STORAGE CORPORATION
                                        a Nevada corporation


                                        _________________________________
                                        Bruce G. Brockhagen, Secretary


                                       24

EX-10.50A

                                                                EXHIBIT 10.50A


                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, Five SAC Self-Storage Corporation, a
Nevada corporation ("Maker"), hereby amends that certain Promissory Note (the
"Note") dated as of July 1, 1998 in the original principal amount of $20,000,000
payable to the order of Nationwide Commercial Co. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.


                                       Five SAC Self-Storage Corporation

                                       By: ____________________________
                                           Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                       Nationwide Commercial Co.


                                       By: ____________________________
                                           Gary B. Horton, Secretary

EX-10.51

                                                                   EXHIBIT 10.51

                                 PROMISSORY NOTE

$5,000,000.00                                    Date:  as of December 31, 1998

      FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the
order of U-Haul International, Inc., ("Payee") a Nevada corporation, at 2727
North Central Avenue, Phoenix, Arizona 85004, or at such other address as the
holder hereof may from time to time designate in writing, without defalcation or
offset, the principal sum of up to Five Million Dollars, payable with interest
at nine percent (9%) per annum in quarterly installments equal to the quarterly
disbursements made to Maker (the "Borrower") directly or indirectly pursuant to
certain Collection Account Agreements to which the Borrower is a party and which
relate to the mortgage loans on certain real estate owned directly or indirectly
by Maker (but only after such quarterly disbursements become available after
satisfying pre-existing loan obligations under other notes payable to Payee),
payable within ten (10) days each such disbursement is made to the Borrower and
continuing until December 31, 2008, when any remaining outstanding principal
balance and accrued but unpaid interest thereon is due and payable. The
principal balance of this Note may increase, from time to time, up to the
$5,000,000.00 face amount according to the disbursements made by Payee to Maker.

      Interest shall be computed from the date of this Note until paid based on
a three hundred sixty (360) day year of twelve equal thirty-day months. Interest
shall be compounded monthly.

      Notwithstanding any provision herein, the total liability for payments of
interest or in the nature of interest, shall not exceed the limits now imposed
by the applicable usury law including the choice of law rules. In the event of
the acceleration of this Note, the total charges for interest and in the nature
of interest shall not exceed the maximum amount allowed by law and any excess
portion of such charges that may have been prepaid shall be refunded to the
Maker hereof. Such refund shall be made by application of the amount involved
against the sums due hereunder, but such crediting shall not cure or waive the
default occasioning acceleration.

      Maker shall, at any time, have the right to prepay, without penalty or
premium, all or any portion of the loan evidenced by this Note upon at least ten
(10) days advance notice to Payee. No prepayment may be made, however, on any
date other than a regularly scheduled payment date.

      If any installment of interest or principal or any other payment is not
paid by Maker within the time periods hereinafter set forth, then there shall
also be immediately due and payable a late charge at the rate of five ($.05)
cents for each dollar of such delinquent payment. It is further understood that
subject to the provisions hereinafter set forth with regard to grace periods of
such default should there be any default in the payment of any installment of
interest or principal on the date on which it shall fall due, or in the
performance of any of the agreements, conditions, covenants, provisions or
stipulations contained in this Note, then Payee, at its option and after the
expiration of the grace period, if any, hereinafter set forth, may declare
immediately due and payable the entire unpaid balance of principal with interest
accrued thereon; and payment thereof of may be enforced and recovered in whole
or in part at any time by one or



more of the remedies provided to Payee in this Note. In such case Payee may also
recover all costs of suit and other expenses in connection therewith, together
with reasonable attorney's fees.

      Any check, draft, money order, or other instrument given in payment of all
or any portion of this Note may be accepted by Payee and handled for collection,
but the acceptance of the check, draft, money order, or other instrument will
not constitute payment under the Note or diminish any of Payee's rights under
the Note unless and until actual cash proceeds are unconditionally received by
Payee and applied to the indebtedness evidenced by this Note. Unless a default
under this Note has occurred and is continuing, all payments made by Maker under
this Note shall be applied: (i) first, to late charges, costs of collection or
enforcement, and similar amounts due, if any, under the Note; (ii) second, to
interest which is due and payable under this Note; and (iii) third, the
remainder to principal due and payable under this Note. If a default under this
Note has occurred and is continuing, all payments made by Maker under this Note
shall be applied to the sums due under this Note in any order or combination
that Payee may determine, in its sole discretion.

      Maker and all endorsers, sureties and, guarantors hereby jointly and
severally waive presentment for payment, demand, notice of demand, notice on
nonpayment or dishonor, protest and notice of protest of this Note, and all
other notices in connection with the delivery, acceptance, performance, default
or enforcement of the payment of this Note, and they agree that the liability of
each of them shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee. Maker and all endorsers, sureties, and guarantors consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, with or
without substitution, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their
liability hereunder.

      The rights and remedies of the Payee under this Note are intended to be
cumulative and concurrent and may be pursued singularly, successively, or
together against Maker and all sureties, successively, or together against Maker
and all sureties, guarantors, and endorsers of the Note, or any of them. If
there is more than one Maker, the obligations and covenants of each Maker shall
be joint and several.

      Payee shall not be deemed, by an act of omission or commission, to have
waived any of its rights or remedies hereunder unless such waiver is in writing
and signed by Payee, and then only to the extent specifically set forth in
writing. A waiver of one event shall not be construed as continuing or as a bar
to or waiver of any right or remedy to a subsequent event.

      A determination that any provision of this Note is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
and any determination that the application of any provision of this Note to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.

      Notwithstanding any provision herein, this Note shall be nonrecourse to
Maker.


                                      -2-


      Time is of the strictest essence in the payment and performance by Maker
under this Note.

      This instrument shall be governed by and construed according to the laws
of the State of Arizona.

      IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly
executed this Note and has caused it to be duly attested, effective as of the
day and year first above written.

"MAKER"

Five SAC Self-Storage Corporation


_________________________________
Bruce G.  Brockhagen, Secretary


                                      -3-

EX-10.52

                                                                   EXHIBIT 10.52

                                 PROMISSORY NOTE

Maximum principal amount of                             dated as of May 7, 1999
$10,000,000

      FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
Oxford Life Insurance Company, an Arizona corporation, ("Payee"), 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), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest 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 eight and
      one-half percent (8.5%).

            "Additional Interest": shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans and (ii)
      such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.


                                       1


            "Borrowers": collectively, are the following: Six-A SAC Self-Storage
      Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage
      Corporation, Eight SAC Self-Storage Corporation, Nine SAC Self-Storage
      Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage
      Corporation, each Nevada corporations.

            "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).

            "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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


                                       2


      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 up to
      $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 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


                                       3


      to Secure Debt), Assignment of Leases and Rents, Security Agreement and
      Financing Statement securing the promissory note representing the Senior
      Loans, 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 Properties": shall mean the properties of the Borrowers
      encumbered by the Senior Loan Documents.

            "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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.


                                       4


            "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.

            "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
      personal property encumbered pursuant to the Senior Loan Documents, 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 Articles 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 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 Loan Documents": shall mean and include, at any time, all
      promissory notes, mortgages and other documents and instruments which
      create, evidence or secure all


                                       5


      or any part of the Senior Loans.

            "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
      Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
      Union"), as the context may so require, in their respective capacities as
      the lenders under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
      Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
      made by the GE to the Eight SAC Self Storage Corporation; (iii) that
      certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
      Self Storage Corporation; (iv) that certain loan in the amount of
      $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
      that certain loan in the amount of $9,675,000.00 made by the First Union
      to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
      amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
      Storage Corporation; and (vii) that certain loan in the amount of
      $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
      Corporation.

            "Stated Maturity Date": shall mean May 7, 2019, or the date on which
      all of the Property Management Agreements are terminated in accordance
      with Section 6 thereof, or on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Senior Loans, or any of them.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      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 _________________.
      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).


                                       6


            (b) Post-Maturity Basic Interest. From and after the Maturity Date
      interest ("Post Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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


                                       7


      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, Deferred 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
      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


                                       8


                        (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" 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 Loans 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


                                       9


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 Loans.

                  (v) Determination of Fair Market Value. The fair market value
of the Project shall be determined for purposes of this Note as follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
the Project, Holder shall select an experienced and reputable appraiser to
prepare a written appraisal report of the fair market value of the Project in
accordance with clause (C) below, and the appraised fair market value submitted
to Holder by such appraiser shall be conclusive for purposes of this Note.

                        (B) Other Occurrences. In all other circumstances the
fair market value of the Project shall be deemed to equal the result of dividing
the Net Cash Flow Before Debt Service for the immediately preceding fiscal year
by ten percent (10%). However, if the Net Cash Flow Before Debt Service for the
immediately preceding fiscal year has been lowered because of unusually high
Operating Expenses during such fiscal year the fair market value of the Project
may, at the option of the Maker be determined by dividing by ten percent (10%)
the mean average of the Net Cash Flow Before Debt Service of the Project for the
3 immediately preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
determination by appraisal of fair market value, the appraiser(s) shall assume
that the improvements then located on the Project constitute the highest and
best use of the property. If the Triggering Event is a Sale or Financing, the
appraiser(s) shall take the sales price into account, although such sales price
shall not be determinative of fair market value. Each appraiser selected
hereunder shall be an independent MAI-designated appraiser with not less than
ten years' experience in commercial real estate appraisal in the general
geographical area where the Project is located.


                                       10


                  (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 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


                                       11


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 anniversary date of this note,
      Maker will pay to the Holder one-twentieth of the principal of this Note
      ($_____________), together with all Basic Interest (and on the twentieth
      anniversary, including without limitation, Deferred Interest and
      Additional Interest accrued hereunder and not theretofore paid). Each
      payment of principal of, Basic Interest (including without limitation,
      Deferred Interest), and Additional Interest on, or any other amounts of
      any kind with respect to, this Note shall be made by the Maker to the
      Holder hereof at its office in Phoenix, Arizona (or at any other place
      which the Holder may hereafter designate for such purpose in a notice duly
      given to the Maker hereunder), not later than noon, Eastern Standard Time,
      on the date due thereof; and funds received after that hour shall be
      deemed to have been received by the Holder on the next following business
      day. Whenever any payment to be made under this Note shall be stated to be
      due on a date which is not a business day, the due date thereof shall be
      extended to the next succeeding business day, and interest shall be
      payable at the applicable rate during such extension.

            (b) Late Payment Charges. If any amount of Interest, principal or
      any other charge or amount which becomes due and payable under this Note
      is not paid and received by the Holder within five business days after the
      date it first becomes due and payable, Maker shall pay to the Holder
      hereof a late payment charge in an amount equal to five percent (5%) of
      the full amount of such late payment, whether such late payment is
      received prior to or after the expiration of the ten-day cure period set
      forth in Section 8(a). Maker recognizes that in the event any payment
      secured hereby (other than the principal payment due upon maturity of the
      Note, whether by acceleration or otherwise) is not made when due, Holder
      will incur extra expenses in handling the delinquent payment, the exact
      amount of which is impossible


                                       12


      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 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


                                       13


      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 June 1, 2005. In addition to
      the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after June 1, 2005, 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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

                  Maker's Initials:

      5. Representations and Warranties of Maker. Maker represents and warrants
to Payee, as of the date hereof, that:


                                       14


            (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
      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


                                       15


            (i) Place of Business. Maker's principal place of business 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:

                  (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 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 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 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


                                       16


      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 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 OR THREATENED
      CLAIM, ACTION OR


                                       17


      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

            (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) 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


                                       18


      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) Maker's contingent obligations under the Senior
      Loans; (iii) for non-delinquent taxes; and (iv) 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
      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.


                                       19


            (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;

            (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


                                       20


      after written notice thereof to the Maker;

            (e) The occurrence of any Default under the Mortgage, 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 Notes
      evidencing the Senior Loans.

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


                                       21


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 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


                                       22


      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 Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

      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
                               715 South Country Club Drive
                               Mesa, AZ 85210

         If to the Holder:     Oxford Life Insurance Company
                               2721 North Central Avenue


                                       23


                               Phoenix, Arizona 85004
                               Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

      16. Time of the Essence. Time is hereby declared to be of the essence of
this Note and of every part hereof.

      17. Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

      18. Jurisdiction. In any controversy, dispute or question arising
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

      19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      20. Limitation of Personal Liability. Except for fraud or knowing
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes 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


                                       24


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.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       25


      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

                      By:  __________________________________

                      Its: ___________________________________


                                       26

EX-10.53

                                                                 EXHIBIT 10.53

                                 PROMISSORY NOTE

Maximum principal amount of                            dated as of May 7, 1999
$50,000,000

     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 Company, an Arizona corporation, ("Payee"), 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 Fifty Million Dollars
($50,000,000), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest 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 eight and
      one-half percent (8.5%).

            "Additional Interest":  shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans and (ii)
      such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest":  shall have the meaning given it in Section
      2(a) and 2(b) below.


                                       1

            "Borrowers": collectively, are the following: Six-A SAC Self-Storage
      Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage
      Corporation, Eight SAC Self-Storage Corporation, Nine SAC Self-Storage
      Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage
      Corporation, each Nevada corporations.

            "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).

            "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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

                                       2

      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 up to
      $50,000,000.00 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 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

                                       3

      to Secure Debt), Assignment of Leases and Rents, Security Agreement and
      Financing Statement securing the promissory note representing the Senior
      Loans, 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 Properties": shall mean the properties of the
      Borrowers encumbered by the Senior Loan Documents.

            "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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.


                                       4

            "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.

            "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
      personal property encumbered pursuant to the Senior Loan Documents,
      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 Articles 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 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 Loan Documents":  shall mean and include, at any time,
      all promissory notes, mortgages and other documents and instruments
      which create, evidence or secure all

                                       5

      or any part of the Senior Loans.

            "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
      Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
      Union"), as the context may so require, in their respective capacities as
      the lenders under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
      Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
      made by the GE to the Eight SAC Self Storage Corporation; (iii) that
      certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
      Self Storage Corporation; (iv) that certain loan in the amount of
      $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
      that certain loan in the amount of $9,675,000.00 made by the First Union
      to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
      amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
      Storage Corporation; and (vii) that certain loan in the amount of
      $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
      Corporation.

            "Stated Maturity Date":  shall mean May 7, 2019, or the date on
      which all of the Property Management Agreements are terminated in
      accordance with Section 6 thereof,  or on demand by Payee.

            "Tax and Insurance Escrow Account":  shall mean any impound
      account established pursuant to the Senior Loans, or any of them.

            "Triggering Event":  shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium":  shall have the meaning given such
      term in Section 4(b) below.

      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
      ____________________. 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).


                                       6

            (b) Post-Maturity Basic Interest. From and after the Maturity Date
      interest ("Post Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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

                                       7

      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, Deferred 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 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


                                       8

                        (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" 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 Loans 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

                                       9

      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 Loans.

                  (v)  Determination of Fair Market Value.  The fair market
      value of the Project shall be determined for purposes of this Note as
      follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.


                                       10

                  (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 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

                                       11

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 anniversary date of this note,
      Maker will pay to the Holder one-twentieth of the principal of this Note
      ($_____________), together with all Basic Interest (and on the twentieth
      anniversary, including without limitation, Deferred Interest and
      Additional Interest accrued hereunder and not theretofore paid). Each
      payment of principal of, Basic Interest (including without limitation,
      Deferred Interest), and Additional Interest on, or any other amounts of
      any kind with respect to, this Note shall be made by the Maker to the
      Holder hereof at its office in Phoenix, Arizona (or at any other place
      which the Holder may hereafter designate for such purpose in a notice duly
      given to the Maker hereunder), not later than noon, Eastern Standard Time,
      on the date due thereof; and funds received after that hour shall be
      deemed to have been received by the Holder on the next following business
      day. Whenever any payment to be made under this Note shall be stated to be
      due on a date which is not a business day, the due date thereof shall be
      extended to the next succeeding business day, and interest shall be
      payable at the applicable rate during such extension.

            (b) Late Payment Charges. If any amount of Interest, principal or
      any other charge or amount which becomes due and payable under this Note
      is not paid and received by the Holder within five business days after the
      date it first becomes due and payable, Maker shall pay to the Holder
      hereof a late payment charge in an amount equal to five percent (5%) of
      the full amount of such late payment, whether such late payment is
      received prior to or after the expiration of the ten-day cure period set
      forth in Section 8(a). Maker recognizes that in the event any payment
      secured hereby (other than the principal payment due upon maturity of the
      Note, whether by acceleration or otherwise) is not made when due, Holder
      will incur extra expenses in handling the delinquent payment, the exact
      amount of which is impossible

                                       12

      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 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


                                       13

      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 June 1, 2005. In addition to
      the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after June 1, 2005, 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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

                       Maker's Initials:

      5.  Representations and Warranties of Maker.  Maker represents and
warrants to Payee, as of the date hereof, that:


                                       14

            (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
      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


                                       15

            (i) Place of Business. Maker's principal place of business 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:

                       (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 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 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 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

                                       16

      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 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 OR THREATENED
      CLAIM, ACTION OR

                                       17

      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

            (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) 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


                                       18

      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) Maker's contingent obligations under the Senior
      Loans; (iii) for non-delinquent taxes; and (iv) 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
      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.


                                       19

            (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;

            (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

                                       20

      after written notice thereof to the Maker;

            (e) The occurrence of any Default under the Mortgage, 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 Notes
      evidencing the Senior Loans.

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

                                       21

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 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

                                       22

      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 Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

      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
                        715 South Country Club Drive
                        Mesa, AZ 85210

      If to the Holder: Nationwide Commercial Company
                        2721 North Central Avenue

                                       23

                        Phoenix, Arizona 85004
                        Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

      16.  Time of the Essence.  Time is hereby declared to be of the essence
of this Note and of every part hereof.

      17.  Governing Law.  This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

      18. Jurisdiction. In any controversy, dispute or question arising
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

      19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      20. Limitation of Personal Liability. Except for fraud or knowing
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes 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

                                       24

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.

                  [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       25

      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

               By:  __________________________________
                                                      -

               Its: ___________________________________

                                       26

EX-10.53A

                                                              EXHIBIT 10.53A

                  AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the
"Note") dated as of May 7, 1999  in the original principal amount of
$50,000,000 payable to the order of  Nationwide Commercial Co. ("Payee"), as
follows.  Capitalized words used herein and not otherwise defined herein have
the meaning ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as
of April 1, 2002,  Basic Interest (which, for clarity, includes Pay Rate
Interest and Deferred Interest) is payable on a monthly basis, in arrears, on
the first business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout
the term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and
Addendum to Promissory Note as of  April 16, 2002.

                                    SAC Holding Corporation


                                    By: ____________________________
                                          Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to
the Note this 16th  day of April, 2002.

                                    Nationwide Commercial Co.


                                    By: ____________________________
                                          Gary B. Horton, Secretary

EX-10.54

                                                                 EXHIBIT 10.54

                                 PROMISSORY NOTE

Maximum principal amount of                            dated as of May 7, 1999
$30,000,000

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Thirty Million Dollars ($20,000,000), or,
if less, the aggregate unpaid principal amount of the Loan made by Payee to
Maker, with Interest 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 eight and
      one-half percent (8.5%).

            "Additional Interest":  shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans and (ii)
      such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest":  shall have the meaning given it in Section
      2(a) and 2(b) below.

            "Borrowers": collectively, are the following: Six-A SAC Self-Storage
      Corporation,

                                       1

      Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage Corporation,
      Eight SAC Self-Storage Corporation, Nine SAC Self-Storage Corporation, Ten
      SAC Self-Storage Corporation and Eleven SAC Self-Storage Corporation, each
      Nevada corporations.

            "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).

            "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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

                                       2

      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 up to
      $20,000,000.00 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 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

                                       3

      Statement securing the promissory note representing the Senior Loans, 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 Properties": shall mean the properties of the
      Borrowers encumbered by the Senior Loan Documents.

            "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 Loans 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 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 or the Borrowers 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 or the Borrowers, 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%).


                                       4

            "Pay Rate Interest":  shall mean for any period the amount of
      Basic Interest payable for such period less the amount of Deferred
      Interest which accrued during such period.

            "Person":  shall mean any corporation, natural person, firm,
      joint venture, general partnership, limited partnership, limited
      liability company, trust, unincorporated organization, government or
      any department or agency of any government.

            "Present Value":  shall have the meaning given such term in
      Section 4(c) below.

            "Project":  shall mean the real estate, the improvements and the
      personal property encumbered pursuant to the Senior Loan Documents,
      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 Articles 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 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 Loan Documents":  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 Loans.


                                       5

            "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
      Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
      Union"), as the context may so require, in their respective capacities as
      the lenders under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
      Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
      made by the GE to the Eight SAC Self Storage Corporation; (iii) that
      certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
      Self Storage Corporation; (iv) that certain loan in the amount of
      $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
      that certain loan in the amount of $9,675,000.00 made by the First Union
      to the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
      amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
      Storage Corporation; and (vii) that certain loan in the amount of
      $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
      Corporation.

            "Stated Maturity Date":  shall mean May 7, 2019, or the date on
      which all of the Property Management Agreements are terminated in
      accordance with Section 6 thereof,  or on demand by Payee.

            "Tax and Insurance Escrow Account":  shall mean any impound
      account established pursuant to the Senior Loans, or any of them.

            "Triggering Event":  shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium":  shall have the meaning given such
      term in Section 4(b) below.

      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
      ____________________. 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 ("Post

                                       6

      Maturity 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 Post Maturity 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 Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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

                                       7

      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, Deferred 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 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

                                       8

      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" 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 Loans 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

                                       9

      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 Loans.

                  (v)  Determination of Fair Market Value.  The fair market
      value of the Project shall be determined for purposes of this Note as
      follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section

                                       10

      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 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,

                                       11

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 anniversary date of this note,
      Maker will pay to the Holder one-twentieth of the principal of this Note
      ($_____________), together with all Basic Interest (and on the twentieth
      anniversary, including without limitation, Deferred Interest and
      Additional Interest accrued hereunder and not theretofore paid). Each
      payment of principal of, Basic Interest (including without limitation,
      Deferred Interest), and Additional Interest on, or any other amounts of
      any kind with respect to, this Note shall be made by the Maker to the
      Holder hereof at its office in Phoenix, Arizona (or at any other place
      which the Holder may hereafter designate for such purpose in a notice duly
      given to the Maker hereunder), not later than noon, Eastern Standard Time,
      on the date due thereof; and funds received after that hour shall be
      deemed to have been received by the Holder on the next following business
      day. Whenever any payment to be made under this Note shall be stated to be
      due on a date which is not a business day, the due date thereof shall be
      extended to the next succeeding business day, and interest shall be
      payable at the applicable rate during such extension.

            (b) Late Payment Charges. If any amount of Interest, principal or
      any other charge or amount which becomes due and payable under this Note
      is not paid and received by the Holder within five business days after the
      date it first becomes due and payable, Maker shall pay to the Holder
      hereof a late payment charge in an amount equal to five percent (5%) of
      the full amount of such late payment, whether such late payment is
      received prior to or after the expiration of the ten-day cure period set
      forth in Section 8(a). Maker recognizes that in the event any payment
      secured hereby (other than the principal payment due upon maturity of the
      Note, whether by acceleration or otherwise) is not made when due, Holder
      will incur extra expenses in handling the delinquent payment, the exact
      amount of which is impossible to ascertain, but that a charge of five
      percent (5%) of the amount of the delinquent payment

                                       12

      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 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

                                       13

      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 June 1, 2005. In addition to the
      aforesaid Yield Maintenance Premium if, upon any such prepayment (whether
      prior to or after any date that is after June 1, 2005, 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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

                       Maker's Initials:

      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

                                       14

      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
      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


                                       15

            (i) Place of Business. Maker's principal place of business 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:

                       (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 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 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 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

                                       16

      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 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 OR THREATENED
      CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF


                                       17

      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

            (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) 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

                                       18

      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) Maker's contingent obligations under the Senior
      Loans; (iii) for non-delinquent taxes; and (iv) 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
      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.


                                       19

            (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;

            (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

                                       20

      after written notice thereof to the Maker;

            (e) The occurrence of any Default under the Mortgage, 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 Notes
      evidencing the Senior Loans.

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

                                       21

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 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

                                       22

      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 Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 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. Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

      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
                        715 South Country Club Drive
                        Mesa, AZ 85210

      If to the Holder: U-Haul International, Inc..
                        2721 North Central Avenue


                                       23

                        Phoenix, Arizona 85004
                        Attention:  Donald Murney or
                                    Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

      16.  Time of the Essence.  Time is hereby declared to be of the essence
of this Note and of every part hereof.

      17.  Governing Law.  This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

      18. Jurisdiction. In any controversy, dispute or question arising
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

      19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      20. Limitation of Personal Liability. Except for fraud or knowing
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes 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

                                       24

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.

                  [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       25

      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

               By:  __________________________________
                                                      -

               Its: ___________________________________


                                       26

EX-10.54A

                                                              EXHIBIT 10.54A

                  AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of May 7, 1999 in the original principal amount of $30,000,000 payable
to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized
words used herein and not otherwise defined herein have the meaning ascribed to
such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                    SAC Holding Corporation

                                    By: ____________________________
                                          Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                    U-Haul International, Inc.


                                    By: ____________________________
                                          Gary B. Horton, Assistant
                                          Treasurer

EX-10.55

                                                                   EXHIBIT 10.55

                                 PROMISSORY NOTE

Maximum principal amount of                        dated as of August 20, 2000
$5,000,000.00 (U.S. Dollars)

      FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Five Million Dollars ($5,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest 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 eight percent
      (8.0%).

            "Additional Interest": shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans or
      otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "Borrowers": collectively, are the entities that own fee title to
      the properties

                                       1

      identified by their respective street address on Schedule A hereto.

            "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).

            "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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


                                       2

      any capital contributed to Maker, whether in the form of a loan or equity,
      or any proceeds from any loan made to Maker. 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 that is then
      the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $5,000,000.00 made by Payee to Maker and evidenced by this 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 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, Hypothecs and Deeds to Secure Debt), Assignment of Leases and
      Rents, Security Agreement and Financing Statement securing the promissory
      note representing the Senior Loans, 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 Properties": shall mean the properties of the Borrowers
      identified on Schedule A hereto.


                                       3

            "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to
      the Project (except to the extent paid from the Tax and Insurance Escrow
      Account); and (vi) 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 or the Borrowers,
      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.

            "Person": shall mean any corporation, natural person, firm, joint
      venture, general partnership, limited partnership, limited liability
      company, trust, unincorporated


                                       4

      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
      personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans.

            "Senior Lender" shall mean Montreal Trust Company of Canada and/or
      such other Person who may extend a senior loan with respect to the Project
      or any portion thereof, as the context may so require, in its capacity as
      the lender under the Senior Loans.

            "Senior Loans": shall mean, collectively, the sixteen separate loans
      from Senior

                                       5

      Lender to CST Nominee, Inc. in the aggregate amount of $37 million
      (Canadian dollars) and any other senior loan secured by the Project or any
      portion thereof.

            "Stated Maturity Date": shall mean the earlier of August 1, 2020 and
      the date on which all of the Property Management Agreements are terminated
      in accordance with Section 6 thereof, or on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Senior Loans, or any of them, and may include
      without limitation, impounds for capital repairs and replacements.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      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 first business day
      of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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


                                       6

            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 Loans by the
            borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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


                                       7

      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, Deferred 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
      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


                                       8

      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" 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 Loans 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

                                       9

      Interest on the Note plus (bb) the outstanding principal balance of, and
      accrued but unpaid interest on, the Senior Loans.

                  (v) Determination of Fair Market Value. The fair market value
      of the Project shall be determined for purposes of this Note as follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section 2(h) shall be deemed or construed to waive, restrict, impair,
      or in any manner affect Holder's rights hereunder 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,


                                       10

      Maker shall keep and maintain full and accurate books and records adequate
      to correctly reflect each such item. Said books and records shall be
      available for Holder's inspection, copying and audit during reasonable
      business hours following reasonable notice for the purpose of verifying
      the accuracy of the payments made on account of Capital Proceeds
      Contingent Interest. The costs of any such audit will be paid by Holder,
      except that Maker shall pay all reasonable costs and expenses of any such
      audit which discloses that any amount properly payable by Maker to Holder
      hereunder exceeded by five percent (5%) or more the amount actually paid
      and initially reported by maker as being payable with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest 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


                                       11

by any laws for contracting for, charging, or receiving interest in excess of
the Highest Lawful Rate.

      4.  Payments.

            (a) Interest. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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 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


                                       12

      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 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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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.

                                       13

            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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

                       Maker's Initials:

      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
      consummate the transactions contemplated hereby;

            (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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, reorganization or similar
      laws relating to or affecting the enforcement of


                                       14

      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
      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)  Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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
      or to capitalize the Borrowers.

            (b) Financial Statements. Deliver or cause to be delivered to
      Holder:

                        (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


                                       15

            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 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 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 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 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 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.


                                       16

            (f) Debt Papers. Comply with and observe all terms and conditions of
      the Debt Papers to which it is subject.

            (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 TRANSACTIONS
      CONTEMPLATED HEREBY, 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


                                       17

      FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT
      LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                       MAKER'S INITIALS

            (g) Co-operation. Execute and deliver to Holder any and all
      instruments, documents and agreements, and do or cause to be done from
      time to time any and all other acts, reasonably deemed necessary or
      desirable by Holder to effectuate the provisions and purposes of this
      Note.

            (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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

                                       18

      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
      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 any collection account agreement any amount
      required to be deposited in such


                                       19

      account within 2 days of when required pursuant to the terms of such
      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)  The occurrence of any Default under the 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


                                       20

            (h) The occurrence of a Event of Default under the promissory notes
      evidencing the Senior Loans.

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, 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


                                       21

      hereafter liable for the payment of this Note, shall operate to release,
      discharge, modify, change or affect the original liability under this
      Note, either in whole or in part, of the Maker if it is not a party to
      such agreement.

            (c) No delay in the exercise of any right or remedy hereunder shall
      be deemed a waiver of such right or remedy, nor shall the exercise of any
      right or remedy be deemed an election of remedies or a waiver of any other
      right or remedy. Without limiting the generality of the foregoing, the
      failure of the Holder hereof promptly after the occurrence of any Event of
      Default hereunder to exercise its right to declare the indebtedness
      remaining unmatured hereunder to be immediately due and payable shall not
      constitute a waiver of such right while such Event of Default continues
      nor a waiver of such right in connection with any future Event of Default
      on the part of the undersigned.

      13. Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

      14. The Debt Papers. This Note is unsecured. The Senior Loans are secured
by, inter alia, certain Deeds of Trust (and Mortgages, Hypothecs and Deeds to
Secure Debt, as applicable), Assignment of Leases and Rents, Security Agreement
and Financing Statement, made and granted by an affiliate of Maker to or for the
benefit of the Senior Holders, respectively, which create liens on real estate
in the Project and which also creates a security interest in personal property
located thereat or utilized in connection therewith, and each and every
additional document or instrument which may at any time be delivered to the
Senior Holders as security under the Senior Loans, 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 Security Documents for a description of the property encumbered thereby and
the nature and extent of the security thereof. The Security Documents and all
other documents executed in connection with the Senior Loans are referred to
collectively herein as the "Debt Papers". Notwithstanding anything to the
contrary set forth or implied herein, this Note is not indebtedness of the
Borrowers, and is not secured, whether directly or indirectly, by the Project or
any collateral or property owned or operated by the Borrowers, or any of them.

      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:


                                       22

      If to the Maker:  SAC Holding Corporation
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

      If to the Holder: U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer


or to either party at such other address 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.  Intentionally omitted.

                                       23

      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.

                  [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       24

      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

               By:  __________________________________


               Its: __________________________________






                                       25

                                   Schedule A

                           Description of the Project



Center #    Property Name           Street Address                      City / Province                Loan Amt
                                                                                           
886020      Cremazie                306 Cremazie Ouest,                 Montreal, Quebec               2,750,000.00
886021      Dollard Des Ormeaux     65 Brunswick Boul.                  Dollard des Ormeaux, Quebec    3,600,000.00
886022      Jean Talon              3850 Jean Talon West                Montreal, Quebec               2,300,000.00
886023      St. Leonard             4949 Metropolitan Est               St. Leonard, Quebec            2,250,000.00
886024      St. Jacques             7350 Boul. St. Anne de Bellevue     Montreal, Quebec               3,800,000.00
886025      Quebec City             5000 Armand Viau                    Quebec City, Quebec            2,000,000.00
886026      Ottawa                  2720 Queensview                     Ottawa, Ontario                3,600,000.00
886027      Sidney                  10201 MacDonald Park Road           Sidney, British Columbia       1,850,000.00
886028      Victoria                644 Queens Avenue                   Victoria, British Columbia     1,350,000.00
886029      Abbotsford              33966 Hazelwood Avenue RR #3        Abbotsford, British Columbia   2,000,000.00
886030      Clearbrook              30618 South Fraser Way              Abbotsford, British Columbia   1,300,000.00
886031      Langley                 9316 - 56 Avenue                    Langley, British Columbia      1,750,000.00
886032      Richmond                4511 Shell Road                     Surrey, British Columbia       2,550,000.00
886033      Surrey                  18590 - 96 Avenue                   Surrey, British Columbia       2,450,000.00
886034      West Surrey             13554 - 84 Avenue                   Surrey, British Columbia       2,100,000.00
886035      West Edmonton           10210 - 218th Street                Edmonton, Alberta              1,350,000.00


                                       26

EX-10.55A

                                                                EXHIBIT 10.55A

                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of August 20, 2000 in the original principal amount of $5,000,000
payable to the order of U-Haul International, Inc. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                    SAC Holding Corporation

                                    By: ____________________________
                                          Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                    U-Haul International, Inc.


                                    By: ____________________________
                                          Gary B. Horton, Assistant
                                          Treasurer

EX-10.56

                                                                   EXHIBIT 10.56

                                 PROMISSORY NOTE

Maximum principal amount of                         dated as of January 29, 2001
$10,500,000.00

      FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Five Hundred Thousand Dollars
($10,500,000), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest 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 eight percent
      (8.0%).

            "Additional Interest": shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans or
      otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "Borrowers": collectively, are the entities that own fee title to
      the properties

                                       1

      identified by their respective street address on Schedule A hereto.

            "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).

            "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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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

                                       2

      any capital contributed to Maker, whether in the form of a loan or equity,
      or any proceeds from any loan made to Maker. 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 that is then
      the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $10,500,000.00 made by Payee to Maker and evidenced by this 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 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 Loans, 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 Properties": shall mean the properties of the Borrowers
      identified on Schedule A hereto.

                                       3

            "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to
      the Project (except to the extent paid from the Tax and Insurance Escrow
      Account); and (vi) 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 or the Borrowers,
      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.

            "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.


                                       4

            "Present Value": shall have the meaning given such term in Section
      4(c) below.

            "Project": shall mean the real estate, the improvements and the
      personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans.

            "Senior Lender" shall mean Merrill Lynch Mortgage Lending, Inc.,
      and/or such other Person who may extend a senior loan with respect to the
      Project or any portion thereof, as the context may so require, in its
      capacity as the lender under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $18,524,000.00 made by Senior Lender to the Fifteen SAC Self
      Storage Corporation; (ii)


                                       5

      that certain loan in the amount of $17,113,000.00 made by Senior Lender to
      the Sixteen SAC Self Storage Corporation; and/or (viii) any other senior
      loan secured by the Project or any portion thereof.

            "Stated Maturity Date": shall mean the earlier of January 1, 2021
      and the date on which all of the Property Management Agreements are
      terminated in accordance with Section 6 thereof, or on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Senior Loans, or any of them, and may include
      without limitation, impounds for capital repairs and replacements.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      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 first business day
      of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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


                                       6

            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
            Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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

                                       7

      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, Deferred 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
      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


                                       8

      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" 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 Loans 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


                                       9

      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
      Loans.

                  (v) Determination of Fair Market Value. The fair market value
      of the Project shall be determined for purposes of this Note as follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section 2(h) shall be deemed or construed to waive, restrict, impair,
      or in any manner affect Holder's rights hereunder 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.


                                       10

      For a period of five years after each payment of Capital Proceeds
      Contingent Interest, Maker shall keep and maintain full and accurate books
      and records adequate to correctly reflect each such item. Said books and
      records shall be available for Holder's inspection, copying and audit
      during reasonable business hours following reasonable notice for the
      purpose of verifying the accuracy of the payments made on account of
      Capital Proceeds Contingent Interest. The costs of any such audit will be
      paid by Holder, except that Maker shall pay all reasonable costs and
      expenses of any such audit which discloses that any amount properly
      payable by Maker to Holder hereunder exceeded by five percent (5%) or more
      the amount actually paid and initially reported by maker as being payable
      with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest 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

                                       11

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. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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 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


                                       12

      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 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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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.


                                       13

            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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

                       Maker's Initials:

      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
      consummate the transactions contemplated hereby;

            (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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof may be
      limited by bankruptcy, insolvency,


                                       14

      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
      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)  Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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
      or to capitalize the Borrowers.

            (b) Financial Statements. Deliver or cause to be delivered to
      Holder:

                       (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

                                       15

            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 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 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 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 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 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.


                                       16

            (f) Debt Papers. Comply with and observe all terms and conditions of
      the Debt Papers to which it is subject.

            (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 TRANSACTIONS
      CONTEMPLATED HEREBY, 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


                                       17

      FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT
      LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                       MAKER'S INITIALS

            (g) Co-operation. Execute and deliver to Holder any and all
      instruments, documents and agreements, and do or cause to be done from
      time to time any and all other acts, reasonably deemed necessary or
      desirable by Holder to effectuate the provisions and purposes of this
      Note.

            (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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


                                       18

      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
      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 any collection account agreement any amount
      required to be deposited in such


                                       19

      account within 2 days of when required pursuant to the terms of such
      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)  The occurrence of any Default under the 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


                                       20

            (h) The occurrence of a Event of Default under the promissory notes
      evidencing the Senior Loans.

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, 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


                                       21

      hereafter liable for the payment of this Note, shall operate to release,
      discharge, modify, change or affect the original liability under this
      Note, either in whole or in part, of the Maker if it is not a party to
      such agreement.

            (c) No delay in the exercise of any right or remedy hereunder shall
      be deemed a waiver of such right or remedy, nor shall the exercise of any
      right or remedy be deemed an election of remedies or a waiver of any other
      right or remedy. Without limiting the generality of the foregoing, the
      failure of the Holder hereof promptly after the occurrence of any Event of
      Default hereunder to exercise its right to declare the indebtedness
      remaining unmatured hereunder to be immediately due and payable shall not
      constitute a waiver of such right while such Event of Default continues
      nor a waiver of such right in connection with any future Event of Default
      on the part of the undersigned.

      13. Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

      14. The Debt Papers. This Note is unsecured. The Senior Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 Security
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are referred to
collectively herein as the "Debt Papers". Notwithstanding anything to the
contrary set forth or implied herein, this Note is not indebtedness of the
Borrowers, and is not secured, whether directly or indirectly, by the Project or
any collateral or property owned or operated by the Borrowers, or any of them.

      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:


                                       22

      If to the Maker:  SAC Holding Corporation
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

      If to the Holder: U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer


or to either party at such other address 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.  Intentionally omitted.

                                       23

      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.

                  [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       24

      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

               By:  __________________________________


               Its: __________________________________






                                       25

                                   Schedule A

                           Description of the Project

                                                                                               
884015               U-HAUL STORAGE GLENDORA                 1301 ALOSTA AVENUE           GLENDORA   CA       91740
837025            U-HAUL CENTER OF SALISBURY                   6 MERRILL STREET          SALISBURY   MA       01952
882053            U-HAUL STORAGE IVAR AVENUE                   3527 IVAR AVENUE           ROSEMEAD   CA       91770
882079        U-HAUL STORAGE BUSINESS AVENUE               5600 BUSINESS AVENUE               CLAY   NY       13041
882081             U-HAUL STORAGE LAURELWOOD            611 BLACKWOOD CLEMENTON          CLEMENTON   NJ       08024
883002            U-HAUL STORAGE SOUTH HULEN                   7225 SOUTH HULEN         FORT WORTH   TX       76133
883082             U-HAUL STORAGE BLACK ROCK              3029 FAIRFIELD AVENUE         BRIDGEPORT   CT       06605
884051                     U-HAUL WAXAHACHIE               1103 WEST 287 BYPASS          WAXHACHIE   TX       75165
884074                   U-HAUL STORAGE I-30                 9302 INTERSTATE 30        LITTLE ROCK   AR       72209
884076           U-HAUL STORAGE TARRANT ROAD                  2455 TARRANT ROAD      GRAND PRAIRIE   TX       75050


882061                      U-HAUL RIO SALADO          500 NORTH SCOTTSDALE ROAD          SCOTTSDALE  AZ       85281
882080         U-HAUL STORAGE RIDGEWAY AVENUE               2055 RIDGEWAY AVENUE              GREECE  NY       14616
882083              U-HAUL STORAGE BURLINGTON               94 CONNECTICUT DRIVE          BURLINGTON  NJ       08016
882089            U-HAUL STORAGE SYCAMORE AVE           36 NORTH SYCAMORE AVENUE            PASADENA  CA       91107
883001               U-HAUL STORAGE RUFE SNOW                6404 BROWNING DRIVE          FORT WORTH  TX       76181
884014                    U-HAUL STORAGE ALMA                    3401 ALMA DRIVE               PLANO  TX       75023
709022               U-HAUL CENTER WHITE LANE               6201-6261 WHITE LANE         BAKERSFIELD  CA       93309
884025              U-HAUL STORAGE MIDDLETOWN           1200 NEWFIELD STREET (RT          MIDDLETOWN  CT       06457
884061               U-HAUL STORAGE WESTCHASE               7741-43 ECKHART ROAD         SAN ANTONIO  TX       78240
884063               U-HAUL STORAGE SOUTHSIDE               2101 S KINGSHWY BLVD           ST. LOUIS  MO       63110



                                       26

EX-10.56A

                                                                EXHIBIT 10.56A

                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of January 29, 2001 in the original principal amount of $10,500,000
payable to the order of U-Haul International, Inc. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                    SAC Holding Corporation

                                    By: ____________________________
                                          Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                    U-Haul International, Inc.


                                    By: ____________________________
                                          Gary B. Horton, Assistant
                                          Treasurer

EX-10.57

                                                                 EXHIBIT 10.57

                                 PROMISSORY NOTE

Maximum principal amount of                         dated as of March 22, 2001
$30,000,000.00

      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., an Arizona corporation, ("Payee"), 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 Thirty Million ($30,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest 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 eight
      percent (8.0%).

            "Additional  Interest":  shall  mean and  include  both  Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans or
      otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic  Interest":  shall  have the  meaning  given it in  Section
      2(a) and 2(b) below.

            "Borrowers":  collectively, Twelve SAC Self-Storage Corporation, a
      Nevada


                                       1

      corporation, and Thirteen SAC Self-Storage Corporation, a Nevada
      corporation.

            "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).

            "Debt Papers":  is defined 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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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

                                       2

      from any loan made to Maker. 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 that is
      then the holder of this Note.

            "Interest":  shall mean  Additional  Interest,  Basic Interest and
      Deferred Interest.

            "Loan":  shall  mean the  unsecured  loan in the  amount  of up to
      $30,000,000.00  made by Payee to Maker and  evidenced by this 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 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 Loans, 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   Properties":   shall  mean  the   properties  of  the
      Borrowers identified on Schedule A hereto.

            "Net  Capital  Proceeds":  shall  have  the  meaning  given  it in
      Section 2(h)(iv) below.

                                       3


            "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to
      the Project (except to the extent paid from the Tax and Insurance Escrow
      Account); and (vi) 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 or the Borrowers,
      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.

            "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.

                                       4


            "Present  Value":  shall  have  the  meaning  given  such  term in
      Section 4(c) below.

            "Project":  shall mean the real estate,  the  improvements and the
      personal  property  identified  on  Schedule  A hereto,  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 Articles 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 or licenses 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) of 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  Loan  Documents":  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 Loans.

            "Senior Lender" shall mean First Union National Bank or designee
      and/or such other Person who may extend a senior loan with respect to the
      Project or any portion thereof, as the context may so require, in its
      capacity as the lender under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $16,113,000.00 made by Senior Lender to the Twelve SAC Self
      Storage Corporation; (ii) that certain loan in the amount of
      $14,887,000.00 made by Senior Lender to the Thirteen

                                       5

      SAC Self Storage Corporation; and/or (viii) any other senior loan secured
      by the Project or any portion thereof.

            "Stated  Maturity  Date":  shall  mean the  earlier  of January 1,
      2021 and the date on which  all of the  Property  Management  Agreements
      are  terminated  in accordance  with Section 6 thereof,  or on demand by
      Payee.

            "Tax  and  Insurance  Escrow  Account":  shall  mean  any  impound
      account  established  pursuant to the Senior Loans,  or any of them, and
      may  include  without  limitation,  impounds  for  capital  repairs  and
      replacements.

            "Triggering  Event":  shall have the  meaning  given it in Section
      2(h)(ii) below.

            "Yield  Maintenance  Premium":  shall have the meaning  given such
      term in Section 4(b) below.

      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 first business day
      of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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


                                       6

            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 Loans by the
            borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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

                                       7

      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, Deferred 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  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

                                       8

      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" 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 Loans 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


                                       9

      Interest on the Note plus (bb) the outstanding principal balance of, and
      accrued but unpaid interest on, the Senior Loans.

                  (v)  Determination  of Fair  Market  Value.  The fair market
      value of the Project  shall be  determined  for purposes of this Note as
      follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section 2(h) shall be deemed or construed to waive, restrict, impair,
      or in any manner affect Holder's rights hereunder 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,


                                       10

      Maker shall keep and maintain full and accurate books and records adequate
      to correctly reflect each such item. Said books and records shall be
      available for Holder's inspection, copying and audit during reasonable
      business hours following reasonable notice for the purpose of verifying
      the accuracy of the payments made on account of Capital Proceeds
      Contingent Interest. The costs of any such audit will be paid by Holder,
      except that Maker shall pay all reasonable costs and expenses of any such
      audit which discloses that any amount properly payable by Maker to Holder
      hereunder exceeded by five percent (5%) or more the amount actually paid
      and initially reported by maker as being payable with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest 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


                                       11

by any laws for contracting for, charging, or receiving interest in excess of
the Highest Lawful Rate.

      4.  Payments.

            (a) Interest. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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 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

                                       12

      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 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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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.

                                       13


            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 initialed
      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.

      Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

      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
      consummate the transactions contemplated hereby;

            (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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, reorganization or similar
      laws relating to or affecting the enforcement of creditors' rights
      generally.

                                       14


            (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
      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)  Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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
      or to capitalize the Borrowers.

            (b)  Financial  Statements.  Deliver or cause to be  delivered  to
      Holder:

                       (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

                                       15

      corporation, of Maker); and

                       (iii) Promptly, such additional financial and other
            information (including, without limitation, information regarding
            the Project) as Holder 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 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 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 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 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.

                                       16


            (f)  Debt   Papers.   Comply   with  and  observe  all  terms  and
      conditions of the Debt Papers to which it is subject.

            (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 TRANSACTIONS
      CONTEMPLATED HEREBY, 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


                                       17

      FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT
      LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

            (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 this Note.

            (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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

                                       18

      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
      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 any collection account agreement any amount
      required to be deposited in such account within 2 days of when required
      pursuant to the terms of such collection account agreement;

                                       19


            (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)  The occurrence of any Default under the 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 notes
      evidencing the Senior Loans.

                                       20

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, 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


                                       21

      Maker if it is not a party to such agreement.

            (c) No delay in the exercise of any right or remedy hereunder shall
      be deemed a waiver of such right or remedy, nor shall the exercise of any
      right or remedy be deemed an election of remedies or a waiver of any other
      right or remedy. Without limiting the generality of the foregoing, the
      failure of the Holder hereof promptly after the occurrence of any Event of
      Default hereunder to exercise its right to declare the indebtedness
      remaining unmatured hereunder to be immediately due and payable shall not
      constitute a waiver of such right while such Event of Default continues
      nor a waiver of such right in connection with any future Event of Default
      on the part of the undersigned.

      13. Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

      14. The Debt Papers. This Note is unsecured. The Senior Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 Security
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are sometimes referred to
herein collectively herein as the "Debt Papers". Notwithstanding anything to the
contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE
BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, BY
THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, OR
ANY OF THEM.

      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:

                                       22


      If to the Maker:    SAC Holding Corporation
                          715 South Country Club Drive
                          Mesa, AZ 85210
                          Attention:  President

      If to the Holder:   U-Haul International, Inc.
                          2721 North Central Avenue
                          Phoenix, Arizona 85004
                          Attention: Treasurer


or to either party at such other address 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.  Intentionally omitted.

      21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT


                                       23

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.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       24



      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

               By:  __________________________________

               Its: ___________________________________


                                       25


                                   Schedule A

                           Description of the Project



Number      Name                                Street Address          City                   State
                                                                                      
704027      U-HAUL CT OF TIGARD                 11552 SW PACIFIC HWY    TIGARD                  OR
710022      U-HAUL CENTER OF VACAVILLE          1240 E MONTE VISTA AVE  VACAVILLE               CA
713059      U-HAUL CTR COVINA                   1040 NORTH AZUSA AVE    COVINA                  CA
715059      U-HAUL LAMBERT ROAD                 661 E LAMBERT,LA HABRA                          CA
723031      U-HAUL CENTER HAYDEN ROAD           15455 NORTH 84TH STREET, SCOTTSDALE             AZ
744023      U-HAUL CENTER GRISSOM ROAD          5420 GRISSOM ROAD 215   SAN ANTONIO             TX
745045      U-HAUL CENTER I-10 WEST             10220 OLD KATY ROAD, HOUSTON NORTH              TX
747055      U-HAUL CTR TULANE                   2801 TULANE AVE,NEW ORLEANS                     LA
747073      U-HAUL GAUSE BLVD                   1685 GAUSE BOULEVARD,   SLIDELL                 LA
777024      U-HAUL CENTER OLD NATL HWY          5390 OLD NATL HWY,COLLEGE PARK                  GA
779069      U-HAUL CENTER SAVANNAH              8810 ABERCORN EXPY,SAVANNAH                     GA
785053      U-HAUL CENTER GOLDENROD             508 N GOLDENROD ROAD,ORLANDO                    FL
788052      U-HAUL CTR BROWARD                  2800 W BROWARD BLVD,FORT LAUDERDALE             FL
796067      U-HAUL OF HYANNIS                   594 BEARSES WAY,HYANNIS                         MA
811055      U-HAUL MECHANICSBRG                 4725 OLD GETTYSBURG,MECHANICSBURG               PA
836042      U-HAUL CTR OF N RICHLAND            8221 GRAPEVINE HWY, NORTH RICHLAND              TX
884085      U-HAUL WORCESTER                    495 SHREWSBURY STREET   WORCESTER               MA



                                       26

EX-10.57A

                                                                EXHIBIT 10.57A


                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of March 22, 2001 in the original principal amount of $30,000,000
payable to the order of Nationwide Commercial Co. ("Payee"), as follows.
Capitalized words used herein and not otherwise defined herein have the meaning
ascribed to such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                               SAC Holding Corporation


                                               By: _____________________________
                                                    Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.


                                               Nationwide Commercial Co.


                                               By: _____________________________
                                                     Gary B. Horton, Secretary

EX-10.58

                                                                   EXHIBIT 10.58


                                 PROMISSORY NOTE

Maximum principal amount of                             dated as of June 8, 2001
$25,000,000.00

      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., an Arizona corporation, ("Payee"), 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 Twenty-Five Million ($25,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest 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 eight percent
      (8.0%).

            "Additional Interest": shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses as opposed to
      escrowed or estimated payments made pursuant to the Senior Loans or
      otherwise and (ii) such other adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "Borrowers": collectively, Fourteen SAC Self-Storage Corporation, a
      Nevada


                                       1

      corporation, and Seventeen SAC Self-Storage Corporation, a Nevada
      corporation.

            "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).

            "Debt Papers": is defined 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, (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 and the Borrower 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 or the Borrowers' 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 Loans. 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


                                       2

      from any loan made to Maker. 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 that is then
      the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $25,000,000.00 made by Payee to Maker and evidenced by this 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 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 Loans, 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 Properties": shall mean the properties of the Borrowers
      identified on Schedule A hereto.

            "Net Capital Proceeds": shall have the meaning given it in Section
      2(h)(iv) below.


                                       3

            "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 Loans 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 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 or the Borrowers 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 Management Fee; (v) sales and rental taxes relating to
      the Project (except to the extent paid from the Tax and Insurance Escrow
      Account); and (vi) 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 or the Borrowers,
      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.

            "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.


                                       4

            "Present Value": shall have the meaning given such term in Section
      4(c) below.

            "Project": shall mean the real estate, the improvements and the
      personal property identified on Schedule A hereto, 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 Articles 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 or licenses 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) of 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 Loan Documents": 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 Loans.

            "Senior Lender" shall mean UBS Warburg Real Estate Investments, Inc.
      or designee and/or such other Person who may extend a senior loan with
      respect to the Project or any portion thereof, as the context may so
      require, in its capacity as the lender under the Senior Loans.

            "Senior Loans": shall mean, collectively, (i) that certain loan in
      the amount of $13,515,000.00 made by Senior Lender to the Fourteen SAC
      Self Storage Corporation; (ii)


                                       5

      that certain loan in the amount of $16,485,000.00 made by Senior Lender to
      the Seventeen SAC Self Storage Corporation; and/or (viii) any other senior
      loan secured by the Project or any portion thereof.

            "Stated Maturity Date": shall mean the earlier of January 1, 2021
      and the date on which all of the Property Management Agreements are
      terminated in accordance with Section 6 thereof, or on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Senior Loans, or any of them, and may include
      without limitation, impounds for capital repairs and replacements.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      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 first business day
      of each calendar quarter. 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 ("Post Maturity 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 Post Maturity 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


                                       6

            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
            Loans by the borrowers thereunder 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 Loans 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 any impound accounts established pursuant to
      the Senior Loan Documents, 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


                                       7

      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, Deferred 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
      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


                                       8

      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" 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 Loans 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


                                       9

      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
      Loans.

                  (v) Determination of Fair Market Value. The fair market value
      of the Project shall be determined for purposes of this Note as follows:

                        (A) Partial Sale. In the event of a Sale of a portion of
      the Project, Holder shall select an experienced and reputable appraiser to
      prepare a written appraisal report of the fair market value of the Project
      in accordance with clause (C) below, and the appraised fair market value
      submitted to Holder by such appraiser shall be conclusive for purposes of
      this Note.

                        (B) Other Occurrences. In all other circumstances the
      fair market value of the Project shall be deemed to equal the result of
      dividing the Net Cash Flow Before Debt Service for the immediately
      preceding fiscal year by ten percent (10%). However, if the Net Cash Flow
      Before Debt Service for the immediately preceding fiscal year has been
      lowered because of unusually high Operating Expenses during such fiscal
      year the fair market value of the Project may, at the option of the Maker
      be determined by dividing by ten percent (10%) the mean average of the Net
      Cash Flow Before Debt Service of the Project for the 3 immediately
      preceding fiscal years of the Project.

                        (C) Appraisal Standards and Assumptions. In making any
      determination by appraisal of fair market value, the appraiser(s) shall
      assume that the improvements then located on the Project constitute the
      highest and best use of the property. If the Triggering Event is a Sale or
      Financing, the appraiser(s) shall take the sales price into account,
      although such sales price shall not be determinative of fair market value.
      Each appraiser selected hereunder shall be an independent MAI-designated
      appraiser with not less than ten years' experience in commercial real
      estate appraisal in the general geographical area where the Project is
      located.

                  (vi) Effect on Holder's Approval Rights. Nothing contained in
      this Section 2(h) shall be deemed or construed to waive, restrict, impair,
      or in any manner affect Holder's rights hereunder 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.


                                       10

      For a period of five years after each payment of Capital Proceeds
      Contingent Interest, Maker shall keep and maintain full and accurate books
      and records adequate to correctly reflect each such item. Said books and
      records shall be available for Holder's inspection, copying and audit
      during reasonable business hours following reasonable notice for the
      purpose of verifying the accuracy of the payments made on account of
      Capital Proceeds Contingent Interest. The costs of any such audit will be
      paid by Holder, except that Maker shall pay all reasonable costs and
      expenses of any such audit which discloses that any amount properly
      payable by Maker to Holder hereunder exceeded by five percent (5%) or more
      the amount actually paid and initially reported by maker as being payable
      with respect thereto.

                  (viii) Negative Capital Proceeds Contingent Interest.
      Notwithstanding any other provision of this Agreement, Holder shall not be
      responsible or liable in any respect to Maker or any other Person for any
      reduction in the fair market value of the Project or for any contingency,
      condition or occurrence that might result in a negative number for Capital
      Proceeds Contingent Interest. If at any time it is calculated, Capital
      Proceeds Contingent Interest shall be a negative amount, no Capital
      Proceeds Contingent Interest shall at that time be payable to Holder, but
      Holder shall in no way be liable for any such negative amount and there
      shall be no deduction or offset for such negative amount at any time when
      Capital Proceeds Contingent Interest shall be subsequently calculated.

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when added to all other payments of interest or payments construed as
      interest, shall exceed the Highest 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


                                       11

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. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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 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


                                       12

      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 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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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.


                                       13

            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 initialed
      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.

            Notwithstanding the foregoing, or anything else in this Note to the
      contrary, it is agreed that in the event this Note becomes due and payable
      as a result of the termination of all of the Property Management
      Agreements, Maker shall not be subject to the Yield Maintenance Premiums
      or other prepayment premiums contemplated herein and Maker shall only be
      required to repay the outstanding principal balance of this Note and
      accrued but unpaid Basic Interest and Deferred Interest through the date
      of such prepayment, it being agreed that in such event, Maker shall not be
      required to pay any Capital Proceeds Contingent Interest or Cash Flow
      Contingent Interest.

      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
      consummate the transactions contemplated hereby;

            (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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, reorganization or similar
      laws relating to or affecting the enforcement of creditors' rights
      generally.


                                       14

            (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
      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) Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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
      or to capitalize the Borrowers.

            (b) Financial Statements. Deliver or cause to be delivered to
      Holder:

                  (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


                                       15

      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 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 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 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 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 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 $500,000 not
fully covered by insurance shall be deemed to be material), 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 of this Note.


                                       16

            (f) Debt Papers. Comply with and observe all terms and conditions of
      the Debt Papers to which it is subject.

            (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 TRANSACTIONS
      CONTEMPLATED HEREBY, 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


                                       17

      FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT
      LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

            (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 this Note.

            (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 subsidiaries of U-Haul International, Inc. or 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) Maker's contingent obligations under the Senior
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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


                                       18

      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
      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 any collection account agreement any amount
      required to be deposited in such account within 2 days of when required
      pursuant to the terms of such collection account agreement;


                                       19

            (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) The occurrence of any Default under the 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 notes
      evidencing the Senior Loans.


                                       20

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, 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


                                       21

      Maker if it is not a party to such agreement.

            (c) No delay in the exercise of any right or remedy hereunder shall
      be deemed a waiver of such right or remedy, nor shall the exercise of any
      right or remedy be deemed an election of remedies or a waiver of any other
      right or remedy. Without limiting the generality of the foregoing, the
      failure of the Holder hereof promptly after the occurrence of any Event of
      Default hereunder to exercise its right to declare the indebtedness
      remaining unmatured hereunder to be immediately due and payable shall not
      constitute a waiver of such right while such Event of Default continues
      nor a waiver of such right in connection with any future Event of Default
      on the part of the undersigned.

      13. Payment of Costs. The undersigned hereby expressly agrees that upon
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

      14. The Debt Papers. This Note is unsecured. The Senior Loans are secured
by, inter alia, 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 subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, 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 Security
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are sometimes referred to
herein collectively herein as the "Debt Papers". Notwithstanding anything to the
contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE
BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, BY
THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, OR
ANY OF THEM.

      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:


                                       22

      If to the Maker:   SAC Holding Corporation
                         715 South Country Club Drive
                         Mesa, AZ 85210
                         Attention:  President

      If to the Holder:  U-Haul International, Inc.
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


or to either party at such other address 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. Intentionally omitted.

      21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT


                                       23

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.





                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       24

      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

            By:  __________________________________

            Its: __________________________________


                                       25

                                   Schedule A

                           Description of the Project



 ENTITY #                  NAME                        CITY           ST           COUNTY
                                                                  
  734025           U-Haul Center of Olathe                Olathe      KS          Johnson
  736055               U-Haul Kingshighway           Saint Louis      MO         St. Louis
  737024       U-Haul Center of Round Rock            Round Rock      TX         Williamson
  737037        U-Haul CTR College Station       College Station      TX           Brazos
  746071               U-Haul CTR Breamont              Beaumont      TX         Jefferson
  758059            U-Haul Center New-Town         Chicago North      IL            Cook
  800057                 U-Haul CTR Albany                Albany      NY           Albany
  806056                 U-Haul Five Towns                Inwood      NY           Nassau
  806070           U-Haul Center Rockville      Rockville Center      NY           Nassau
  825053               U-Haul CTR Downtown               Norfolk      VA      City of Richmond
  837078                 U-Haul of Medford               Medford      MA         Middlesex
  838054         U-Haul Center North Ranch             Las Vegas      NV           Clark



                                       26

EX-10.58A

                                                                EXHIBIT 10.58A


                    AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of June 8, 2001 in the original principal amount of $25,000,000 payable
to the order of Nationwide Commercial Co. ("Payee"), as follows. Capitalized
words used herein and not otherwise defined herein have the meaning ascribed to
such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                               SAC Holding Corporation


                                               By: _____________________________
                                                    Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.


                                               Nationwide Commercial Co.


                                               By: _____________________________
                                                     Gary B. Horton, Secretary

EX-10.59

                                                                   EXHIBIT 10.59

                                                                     SENIOR LOAN

                                 PROMISSORY NOTE

$430,000                                              dated as of August 1, 2001

      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 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 FOUR HUNDRED and THIRTY THOUSAND and
no/100ths DOLLARS ($430,000.00) 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.

      "Default Rate": shall have the meaning given it in Section 2(a) 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 the Property, (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 Property.

      "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 Property or any portion thereof. Gross Receipts shall include,
without limitation, all receipts from all tenants, licensees and other occupants
and users of the Property 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 Property or any portion thereof 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 Property) at the 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. 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
$110,000.00 made by the Junior Lender to the Maker evidenced by a promissory
note of even date herewith.

      "Loan": shall mean the unsecured loan in the amount of $430,000 made by
Payee to Maker and evidenced by this 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 Property 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.

      "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 this Note.


                                      -2-

      "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.

      "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
Property less Adjusted Operating Expenses, adjusted down by Holder in its
reasonable discretion to reflect a ninety-five (95%) percent occupancy on a per
Property basis for of the Property.

      "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) real and
personal property taxes on the Property; (ii) premiums for liability, property
and other insurance on the Property; (iii) the Management Fee; (iv) sales and
rental taxes relating to the Property; and (vii) normal, reasonable and
customary operating expenses of the Property. 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 Property in the event of a
casualty or eminent domain taking paid for from the proceeds of insurance or an
eminent domain award or any reserve funded by insurance proceeds or eminent
domain awards.

      "Person": shall mean any corporation, natural person, firm, joint venture,
general partnership, limited partnership, limited liability company, trust,
unincorporated organization, government or any department or agency of any
government.

      "Present Value": shall have the meaning given such term in Section 4(b)
below.

      "Property": shall mean the property and improvements thereon known by
street address as 480 Pleasant Street, Attleboro, Massachusetts.

      "Property 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(i) 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


                                      -3-

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 Property, 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.

      "Stated Maturity Date": shall mean August 1, 2011.

      "Yield Maintenance Premium": shall have the meaning given such term in
Section 4(b) below.

2.    Interest.

      (a)   Interest ("Interest") shall accrue on the outstanding principal
balance of this Note commencing on the date hereof, at the rate of nine percent
(9.0%) per annum, payable monthly, in arrears, on the first day of each calendar
month commencing on September 1, 2001 (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.

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,


                                      -4-

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 September 1, 2008, except with the consent
of Payee. 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
September 1, 2008, 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.

      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


                                      -5-

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.

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 Property
and execute this Note and the Junior Note and consummate the transactions
contemplated thereby;

      (b)   No Violation. Maker's execution, delivery and performance of its
obligations under the this Note 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 Property
or any portion thereof is bound or encumbered, or violate any Requirements of
Law to which Maker or the Property 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 this Note that have
not been duly obtained, made or given, as the case may be;

      (d)   Enforceability. This Note 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


                                      -6-

bankruptcy, insolvency, moratorium, reorganization or similar laws relating to
or affecting the enforcement of creditors' rights generally;

      (e)   Compliance with Laws. The 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
Property or any portion thereof:

      (g)   Utilities; Licenses. All utilities required by Requirements of Law
or by the normal and intended use of the Property 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 all easements, appurtenances and
rights of way necessary for access to and the normal uses of the Property; 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:

      (a)   Use of Proceeds. Maker shall use the proceeds of the Loan to repay
certain indebtedness presently outstanding against the Property and held by
Payee, or to purchase the Property.

      (b)   Financial Statements. Maker shall deliver or cause to be delivered
to Holder:

            (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
      Property 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 Property 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


                                      -7-

            (iii) Promptly, such additional financial and other information
      (including, without limitation, information regarding the Property) as
      Holder 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, 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, 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
Property 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. Maker shall give prompt written notice to Holder 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 Property
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 Property or any portion
thereof.

      (e)   Expenses. Maker shall pay legal fees of its own legal counsel in
connection with the preparation and negotiation of this Note 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 this Note and the enforcement or protection of the rights
of Holder hereunder 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.


                                      -8-

      (f)   Terms of Note. Maker shall comply with and observe all terms and
conditions of this Note.

      (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 THIS
NOTE, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR ANY EXPENSES
(INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN
CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL
OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH
COSTS OF RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER
HOLDER OR SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING
THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT
THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION
TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES. WITH
REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR PAYMENT BY
MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN ANY ACTION OR
CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS LIABILITY HEREUNDER TO
ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH INDEMNIFIED PARTY AND DILIGENTLY
CONDUCT THE DEFENSE. IF HOLDER OR ANY OTHER SUCH INDEMNIFIED PARTY DESIRES TO
ENGAGE SEPARATE COUNSEL, IT MAY DO SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER,
THAT SUCH LIMITATION ON THE OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE
COUNSEL FOR SUCH INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS
RETAINED SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
NOTIFIES MAKER. THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL SURVIVE
REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY. IT IS THE INTENT OF THIS
SECTION 6(g) THAT THE MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED
PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                  MAKER'S INITIALS ______

      (h)   Cooperation. 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,


                                      -9-

reasonably deemed necessary or desirable by Holder to effectuate the provisions
and purposes of this Note.

      (i)   Requirements of Law. Maker shall comply at all times with all
Requirements of Law.

      (j)   Management Agreement. Maker shall cause the 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 "Property Manager" and collectively the "Property Managers")
designated by the Holder, which Property 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 the Property Manager to manage and
maintain the Property in accordance with the terms of the Property Management
Agreements to which Property Manager is a party. In no event shall the fees paid
(or required to be paid) Property 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 the Property Manager upon the occurrence and
continuance of (i) an Event of Default, (ii) a Sale of U-Haul International,
Inc. or such Property Manager, (iii) a breach by such Property 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)   Intentionally omitted

      (l)   Compliance with Note. The Maker will faithfully observe and perform,
or cause to be observed and performed, all its covenants, agreements, conditions
and requirements contained in this Note 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 promptly after it becomes known to the
Maker.

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, 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; (iv) statutory liability for non-delinquent taxes and (v) other
contingent obligations in connection with financings of its subsidiaries and
affiliates.

      (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).


                                      -10-

      (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 unless fair and reasonable in all respects, 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.

      (d)   Sales. Without obtaining the prior written consent of Holder (which
Holder may withhold or condition in its sole and absolute discretion), cause,
permit or acquiesce in any Sale.

      (e)   Intentionally omitted

      (f)   Business. Engage, directly or indirectly, in any business other than
that arising out of the issuance of this Note, and other lawful; activities.

      (g)   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)   Any representation, warranty or certification made by Maker under
this Note or the Junior Note or in any report, certificate or financial
statement delivered to the Holder under or in connection herewith 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 Property;

      (c)   The failure by Maker to perform any obligation under, or the
occurrence of any other default with respect to any provision of, this Note or
the Junior Note other than as described in any of the other clauses of this
Section 8, and the continuation of such default for a period of 30 days after
written notice thereof to the Maker;

      (d)   (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


                                      -11-

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part of its
assets, or Maker shall make a general assignment for the benefit of its
creditors; or (ii) there shall be filed, instituted or commenced against Maker
any case, proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of any order for relief or any such adjudication
or appointment, or (B) remains undismissed or undischarged for a period of 60
days; or (iii) there shall be commenced against Maker any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or substantially all of its assets which results
in the entry of an order for any such relief which shall not have been vacated,
discharged, stayed, satisfied or bonded to Holder's satisfaction pending appeal,
within 60 days from the first entry thereof; or (iv) Maker shall take any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts described in any of the preceding clauses (i), (ii) or
(iii); or (v) Maker shall not, or 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

      (e)   The Maker shall be in default of any provision of the Junior Note,
or any document executed in connection therewith.

      (f)   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.

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


                                      -12-

to principal, interest or other charges or amounts as the Holder may determine
in its sole and exclusive 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,
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) attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof whether or not
any lawsuit is ever flied with respect thereto.

14.   Intentionally omitted.

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:


                                      -13-

If to the Maker:                             SAC Holding 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: 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

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,
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.

20.   intentionally omitted.


                                      -14-

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
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, 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 Junior Note 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 Junior Note.

      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


                  By:________________________
                  Bruce Brockhagen, Treasurer


                                      -15-

EX-10.60

                                                                 EXHIBIT 10.60

                             JUNIOR PROMISSORY NOTE

Maximum principal amount of                           dated as of August 1,
2001
$110,000.00

      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., an Arizona corporation, ("Payee"), 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 One Hundred and Ten Thousand and no/l
O0ths Dollars ($110,000.00), or, if less, the aggregate unpaid principal amount
of the Loan made by Payee to Maker, with Interest on the principal balance
outstanding from time to time, all as hereinafter set forth.

      1.    Definitions. As used in this Note, each of the following terms shall
have the following meanings, respectively:

            "Accrual Rate": shall mean the annual interest rate of nine
      percent (9.0%).

            "Additional Interest": shall mean and include both Cash Flow
      Contingent Interest and Capital Proceeds Contingent Interest.

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses and (ii) such other
      adjustments to Operating Expenses 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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "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).

            "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 the Property,
      (vi) proceeds of any sale of assets outside the ordinary course of
      business, (vii) revenues relating to equipment or vehicle rentals and
      (vii) any revenue generated other than in connection with the use of the
      Property.

            "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 Property or any
      portion thereof. Gross Receipts shall include, without limitation, all
      receipts from all tenants, licensees and other occupants and users of the
      Property or any portion thereof, including, without limitation, rents,
      security deposits and the like, interest earned and paid or credited on
      all Maker's deposit accounts related to the Property, 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 Property, (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 at
      the 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 such 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. 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 that is
      then the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $110,000.00 made by Payee to Maker and evidenced by this Note or up to
      such amount as may have been advanced by Payee to Maker from time to
      time.


                                       -2-

            "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 Property 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 or the Senior
      Loan.

            "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.

            "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 GrDss 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 Property less Adjusted Operating Expenses, adjusted to reflect a
      ninety-five (95%) percent occupancy of the Property.

            "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) real and personal property taxes on the Property; (ii)
      premiums for liability, property and other insurance on the Property;
      (iii) the Management Fee; (iv) sales and rental taxes relating to the
      Property; and (v) normal, reasonable and customary operating expenses of
      the Property. 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 Senior Loan or any other loan obtained by Maker, non-cash expenses
      such as depreciation, or any cost or expense related to the restoration of
      the Property 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%).


                                      -3-

            "Pay Rate Interest": shall mean for any period the amount of
      Basic Interest payable for such period less the amount of Deferred
      Interest which accrued during such period.

            "Person": shall mean any corporation, natural person, firm, joint
      venture, general partnership, limited partnership, limited liability
      company, trust, unincorporated organization, government or any
      department or agency of any government.

            "Present Value": shall have the meaning given such term in
      Section 4(c) below.

            "Property": shall mean the real estate, the improvements and the
      personal property, if any, identified on Schedule A hereto, taken
      together collectively.

            "Property 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 Articles 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 or licenses 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 Property, or of any portion thereof or interest (whether
      legal, beneficial or otherwise) of 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.

            "Senior Loan" Means that senior loan made by Payee to Maker on the
      date hereof in the original principal amount of $430,000.00, as evidenced
      by a Senior Promissory note.

            "Stated Maturity Date": shall mean the earlier of July 31, 2011
      and the date on which the Property Management Agreement is terminated
      in accordance with Section 6 thereof, or on demand by Payee.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.


                                      -4-

            "Yield Maintenance Premium": shall have the meaning given such
      term in Section 4(b) below.

      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: monthly in arrears, on the first business day of each month.
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 month through the
last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 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 (9 0%) 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.


                                      -5-

            (f) Monthly 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 Property 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 month 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 statement for the
then current month, 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 month 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 month 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, Deferred
                  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) Property Sale or Financing. The closing of any Sale
of the Property (any such event is hereinafter collectively referred to as a
"Sale or Financing");


                                      -6-

                  (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" shall be the amount which is equal to: (I) either (x) the
Gross Capital Proceeds (as hereinafter defined) realized from the Property, or
(y) the fair market value of the Property determined pursuant to Section 2(h)(v)
below, if Holder in its discretion requires such a determination, minus (II) the
sum of: (an) 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),

                                      -7-

"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 Property 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 Property determined as of the date
of such Triggering Event in accordance with Section 2(h)(v) below, minus (II)
the sum of (an) 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
            Property shall be determined for purposes of this Note as follows:

                   (A) Partial Sale. In the event of a Sale of a portion of the
Property, Holder shall select an experienced and reputable appraiser to prepare
a written appraisal report of the fair market value of the Property 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 Property 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 Property
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 Property for
the 3 immediately preceding fiscal years of the Property.

                   (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 Property 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 Property 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

                                      -8-

            any manner affect Holder's rights hereunder 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 Property 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 Property 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

                                      -9-

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. 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. No
principal payments shall be due hereunder except at the Stated Maturity Date or
as otherwise provided herein in the event of default. Each payment 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, Pacific
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 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

                                      -10-

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 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 January 1, 2008. In addition to the
aforesaid Yield Maintenance Premium if, upon any such prepayment (whether prior
to or after any date that is after January 1, 2008, 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.


                                      -11-

      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 initialed 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.

      Notwithstanding the foregoing, or anything else in this Note to the
contrary, it is agreed that in the event this Note becomes due and payable as a
result of the termination of all of the Property Management Agreements, Maker
shall not be subject to the Yield Maintenance Premiums or other prepayment
premiums contemplated herein and Maker shall only be required to repay the
outstanding principal balance of this Note and accrued but unpaid Basic Interest
and Deferred Interest through the date of such prepayment, it being agreed that
in such event, Maker shall not be required to pay any Capital Proceeds
Contingent Interest or Cash Flow Contingent Interest.

      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 consummate the
transactions contemplated hereby;

            (b) No Violation. Maker's execution, delivery and performance of its
obligations under this Note and the Senior Loan 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 Property is bound or encumbered, or violate any Requirements of Law to
which Maker or the Property 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 hereunder that have not
been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
accordance with its terms, except as the enforceability hereof 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. The Property is in compliance in all
material respects with all applicable Requirements of Law;

            (f) Zoning and Other Laws. The Property and the use thereof as a
self-storage facility, separate and apart from any other properties, constitutes
a legal and conforming

                                      -12-

use under applicable zoning regulations and each such Property 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
Property;

            (h) Utilities; Licenses. All utilities required by Requirements of
Law or by the normal and intended use of the Property 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;

            (i) Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
located at 715 South Country Club Drive, Mesa, AZ 85210.

      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 Property and held by Payee or to
purchase the Property.

            (b) Financial Statements. Deliver or cause to be delivered to
Holder:

                  (i) As soon as available and in any event within 90 days after
                  the end of each calendar year, annual financial reports on the
                  Property 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 Property 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 Property) as Holder may from time to time
                  reasonably request.


                                      -13-

            (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 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 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 Property 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 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 Property 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 $500,000 not
fully covered by insurance shall be deemed to be material), or (b) any proposal
by any public authority to acquire the Property 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 of this Note.

            (f) 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 TRANSACTIONS CONTEMPLATED HEREBY, 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

                                      -14-

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.

            (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 this Note.

            (h) Requirements of Law. Comply at all times with all Requirements
of Law.

            (i) Management Agreement. Cause or permit the Property to be
initially managed by subsidiaries of U-Haul International, Inc. or to be at all
times managed by a nationally recognized self-storage property management
company (the "Property Manager") approved by the Holder, which Property Manager
shall be employed pursuant to an agreement (the "Property Management Agreement")
approved by the Holder. In no event shall the fees paid (or required to be paid)
to the Property 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 Property Manager upon the occurrence and continuance of (i) an
Event of Default, (ii) a Sale of U-Haul International, Inc. or such Property
Manager, (iii) a breach by such Property 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.


                                      -15-

      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) Maker's obligations under the Senior Loan; (iii)
non-delinquent taxes; (iv) unsecured debt incurred in the ordinary course of
business and (v) other indebtedness owed to Payee and its affiliates.

            (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 Property or in the Maker. Without
obtaining the prior written consent of Holder (which Holder may withhold or
condition in its sole and absolute discretion), cause, permit or acquiesce in
any Sale or Financing.

            (e) Distributions. Notwithstanding anything to the contrary
contained in this Note or the Senior Loan, 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 Senior
Loan, taking the actions required to be performed under the Senior Loan and
operating the Property.

            (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.


                                      -16-

            (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 any collection account agreement any amount required
to be deposited in such account within 2 days of when required pursuant to the
terms of such 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) The occurrence of any Default under the Senior Loan;

            (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


                                      -17-

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 notes
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 Senior Loan 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 Senior Loan.

      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 Senior Loan) and the undersigned agrees that this Note and
any or all payments

                                      -18-

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 and
all costs of collection or enforcement of every kind, including (but not limited
to) all attorneys' fees, court costs.

      14.   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
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention: President

      If to the Holder: U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

      15.   Time of the Essence. Time is hereby declared to be of the essence of
this Note and of every part hereof.


                                      -19-

      16.   Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

      17.   Jurisdiction. In any controversy, dispute or question arising
hereunder or under the Senior Loan, 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.

      18.   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 SENIOR LOAN PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      19.   Intentionally omitted.

            20.   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 THE SENIOR LOAN 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 THE SENIOR LOAN, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            21.   Entire Agreement. This Note constitutes 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.


                                      -20-

[THIS SPACE INTENTIONALLY LEFT BLANK]


                                      -21-

      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

            By: _____________________________

            Its: ____________________________


                                      -22-

                                   Schedule A

                           Description of the Property

480 Pleasant Street, Attleboro, MA.]

EX-10.61

                                                                 EXHIBIT 10.61

                                 PROMISSORY NOTE

Maximum principal amount of                      dated as of December 20, 2001
Up to $21,000,000.00

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Twenty-One Million and no/100ths Dollars
($21,000,000), with Interest on the principal balance outstanding from time to
time, all as hereinafter set forth.

      1.    Definitions.  As used in this Note, each of the following terms
shall have the following meanings, respectively:

            "Accrual Rate":  shall mean the annual interest rate of nine
      percent (9.0%).

            "Additional Interest":  shall mean and include both Dividend
      Contingent Interest and Return of Investment Contingent Interest.

            "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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest":  shall have the meaning given it in Section
      2(a) and 2(b) below.

            "Catch-Up Payment":  shall have the meaning given it in Section
      2(d).

            "Deferred Interest":  shall have the meaning given it in Section
      2(a).

            "Dividend Contingent Interest":  shall have the meaning given it
      in Section 2(e) below.

            "Dividend Income": shall mean the income in the form of dividends
      received by

                                       1

      Maker from the Project Owners (or any of them).

            "GAAP": shall mean generally accepted accounting principles as
      used and understood in the United States of America from time to time.

            "Gross Receipts": shall mean, for any period all gross receipts,
      revenues and income of any and every kind collected or received by or for
      the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder
      to reduce the principal amount of the Loan or (iii) paid to reduce the
      principal amount of the Project Loans. Gross Receipts shall include the
      net commission payable from U-Haul International, Inc. or affiliates
      thereof for the rental of its equipment 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. 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 that is
      then the holder of this Note.

            "Interest":  shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan":  shall mean the unsecured loan in the amount of up to
      $21,000,000.00 made by Payee to Maker and evidenced by this Note.

            "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.


                                       2

            "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 this Note.

            "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.

            "Mortgaged Properties": shall mean the properties of the Project
      Owners identified on Schedule A hereto.

            "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.

            "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.

            "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
      personal property identified on Schedule A hereto, taken together
      collectively

            "Project Lender" shall mean First Union National Bank or designee
      and/or such other Person who may extend a loan with respect to the Project
      or any portion thereof, as the context may so require, in its capacity as
      the lender under the Project Loans.

            "Project Loan Documents":  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 Project Loans.

            "Project Loans":  shall mean that certain loan in the amount of
      $25,784,900 made by Project Lender to the Eighteen SAC Self Storage
      Corporation, dated as of the date hereof.


                                       3

            "Project Manager":  shall have the meaning given it in Section
      6(i) below.

            "Project Owners": shall mean, Eighteen SAC Self-Storage
      Corporation, a Nevada corporation, a wholly-owned subsidiaries of
      Maker.

            "Property Management Agreement":  shall have the meaning given
      such term in Section 6(i) below.

             "Requirements of Law": shall mean, as to any Person, requirements
      as set out in the provisions of such Person's Articles 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.

            "Return of Investment":  shall mean any return to Maker of its
      investment in the Project Owners (or any of them) following a Sale or
      Financing.

            "Return of Investment Contingent Interest":  shall have the
      meaning given it in Section 2(g) below.

            "Sale": shall mean any direct or indirect sale, assignment,
      transfer, conveyance, lease (except for leases or licenses 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) of 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.

            "Stated Maturity Date":  shall mean the earlier of (i) January 1,
      2022,  and (ii) from and after February 1, 2014, on demand by Payee.

            "Tax and Insurance Escrow Account":  shall mean any impound
      account established pursuant to the Project Loans, or any of them, and
      may include without limitation, impounds for capital repairs and
      replacements.

            "Triggering Event":  shall have the meaning given it in Section
      2(h)(ii) below.


                                       4

            "Yield Maintenance Premium":  shall have the meaning given such
      term in Section 4(b) below.

      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 monthly in arrears, on the first day of each month.
      Notwithstanding the foregoing, 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 month through the last day of such month
      ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker
            shall also pay an amount (the "Catch-Up Payment") equal to the
            lesser of (i) the aggregate outstanding Deferred Interest on the
            last day of the month for which such payment is being made and (ii)
            ninety percent (90%) of Maker's Dividend Income 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) Dividend 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 ("Dividend Contingent
      Interest") in an amount equal to the amount (if any) by which ninety
      percent (90%) of Maker's Dividend Income for that period plus an


                                       5

      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.

            (f) Prorations of Dividend Contingent Interest. Dividend Contingent
Interest shall be equitably prorated on the basis of a 365-day year for any
partial month in which the term of the Loan commences or in which the Note is
paid in full.

            (g)  Return of Investment Contingent Interest.

                  (i) Return of Investment Contingent Interest Defined. Maker
      shall pay to Holder, in addition to Basic Interest, Deferred Interest and
      Dividend Contingent Interest, at the time or times and in the manner
      hereinafter described, an amount equal to ninety percent (90%) of Maker's
      Return of Investment resulting following a Sale of the Project (or any
      portion thereof) (any such event is hereinafter collectively referred to
      as a "Sale or Financing") ("Return of Investment Contingent Interest");

                  (ii) Notice of Sale or Financing; Time for Payment of Return
      of Investment Contingent Interest. Maker shall notify Holder of the
      occurrence of a Sale or Financing, and shall pay Holder the full amount of
      any applicable Return of Investment Contingent Interest which is payable
      in connection therewith, as follows:

                        (A) Maker shall give Holder written notice of any such
      Sale or Financing not less than seventy five (75) days before the date
      such event is to occur. Any Return of Investment Contingent Interest due
      Holder on account of any Sale or Financing shall be paid to Holder on the
      date such Triggering Event occurs.

                  (iii) Negative Return of Investment 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 Return
      of Investment Contingent Interest. If at any time it is calculated, Return
      of Investment Contingent Interest shall be a negative amount, no Return of
      Investment 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 Return of Investment Contingent Interest shall be subsequently
      calculated.

                  (iv) Usury Savings. No payment of Return of Investment
      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

                                       6

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. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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

                                       7

      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 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 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 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

                                       8

      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 January 1, 2008. In addition to the aforesaid Yield
      Maintenance Premium if, upon any such prepayment (whether prior to or
      after any date that is after January 1, 2008, 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 initialed
      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.

      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
      consummate the transactions contemplated hereby;

            (b) No Violation. Maker's execution, delivery and performance of its
      obligations under the Project Loan Documents to which it is a party 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

                                       9

      are required on the part of Maker in connection with Maker's execution,
      delivery and performance of its obligations hereunder that have not been
      duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or
      the Project is pending or, to Maker's best knowledge, threatened, against
      Maker or the Project;

            (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; and

            (h) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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 capitalize
      the Project Owners.

            (b)  Financial Statements.  Deliver or cause to be delivered to
      Holder:

                       (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

                                       10

            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 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 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 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. 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 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.

            (f)  Project Loan Documents.  Comply with and observe all terms
      and conditions of the Project Loan Documents to which it is subject.

            (g) INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
      DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
      PARTIES") FROM AND AGAINST ALL

                                       11

      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 TRANSACTIONS CONTEMPLATED HEREBY, 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. 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 HEREIN, 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.

            (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 this Note.


                                       12

            (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 subsidiaries of U-Haul International, Inc. or 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.

      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) Maker's contingent obligations under the Project
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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, (ii) fair
      and reasonable transactions between Maker and U-Haul International, Inc.
      and its related companies, and (iii) guarantees of the recourse
      obligations of Maker's subsidiaries in connection with any financing by
      such subsidiaries.

            (d) Sale of Interests in the Project or in the Maker. Without
      obtaining the prior written consent of Holder (which Holder may withhold
      or condition in its sole and absolute discretion), cause, permit or
      acquiesce in any Sale or Financing.


                                       13

            (e) Distributions. Notwithstanding anything to the contrary
      contained in this Note or the Project Loan Documents, Maker shall not make
      any distributions to any of its partners or shareholders, 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
      Project Loan Documents to which it is a party and any other loan documents
      with regard to financing by any of Maker's subsidiaries, and taking the
      actions required to be performed under the Project Loan Documents and
      under the loan documents under such other financings.

            (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 Maker 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 any collection account agreement any amount
      required to be deposited in such account within 2 days of when required
      pursuant to the terms of such collection account agreement;

            (c) The failure by Maker to perform any obligation under, or the
      occurrence of any other default with respect to any provision of, this
      Note other than as described in any of the other clauses of this Section
      8, and the continuation of such default for a period of 30 days after
      written notice thereof to the Maker;

            (d) (i) Maker shall file, institute or commence any case, proceeding
      or other action

                                       14

      (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; or

            (e) 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

      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,
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 (d) 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.

      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. Notwithstanding the
foregoing, there shall be no offset against this Note any amounts otherwise
payable to the Project Owners (or any of them), whether pursuant to any lease
between the Project Owners and affiliates of Maker, or otherwise.


                                       15

      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) 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

                                       16

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 Project Loan Documents. This Note is unsecured. The Project
Loans are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds
to Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Project Lender, which create liens on real estate in the Project and which
also creates a security interest in personal property located thereat or
utilized in connection therewith, and each and every additional document or
instrument which may at any time be delivered to the Project Lender as security
under the Project Loans, 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. Reference should be made to the Project Loan Documents
for a description of the property encumbered thereby and the nature and extent
of the security thereof. Notwithstanding anything to the contrary set forth or
implied herein, this Note is not indebtedness of the Project Owners or any of
them, and is not secured, whether directly or indirectly, by the Project or any
collateral or property owned or operated by the Project Owners, or any of them.

      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
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

      If to the Holder: U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party. In addition, a copy of any notice of default sent to Maker
shall also be sent to the following:

            Project Lender:   UBS Warburg Real Estate Investments Inc.
                              1285 Avenue of the Americas, 11th Floor
                              New York, New York 10019
                              Attention:  Robert Pettinato, Director
                              Telecopier:  (212) 713-2099


                                       17

            with a copy to:   Cadwalader, Wickersham & Taft
                              100 Maiden Lane
                              New York, New York 10038
                              Attention:  Fredric L. Altschuler, Esq.
                              Telecopier:  (212) 504-6666

      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, 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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS
ROLE AS A SECURED LENDER.

      20.   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 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, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

      21.   Entire Agreement. This Note constitutes 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.


                                       18

      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

               By:  __________________________________
                  Bruce Brockhagen, Secretary



                                       19

                                   Schedule A

                           Description of the Project



CENTERS         NAME                             ADDRESS                        CITY       STATE
                                                                               
 706086   U-HAUL CTR DBL DIAMOND RANCH       10400 S VIRGINIA STREET              RENO      NV
 717082          U-HAUL CENTER MIRAMAR              9650 CAMINO RUIZ         SAN DIEGO      CA
 720059             U-HAUL CTR SALT LK            55 EAST 3900 SOUTH    SALT LAKE CITY      UT
 723030      U-HAUL CENTER KYRENE ROAD         6190 W CHANDLER  BLVD          CHANDLER      AZ
 741032           U-HAUL CENTER DENTON              164 NORTH I-35 E            DENTON      TX
 741034         U-HAUL CENTER LOS RIOS                 1100 LOS RIOS             PLANO      TX
 746072               U-HAUL CTR ALIEF           11334 BELLAIRE BLVD     HOUSTON SOUTH      TX
 796051              U-HAUL N BROADWAY                738 N BROADWAY   EAST PROVIDENCE      RI
 803080              U-HAUL BRONX PARK          2800 WHITE PLAINS RD             BRONX      NY
 810051          U-HAUL MACARTHUR ROAD           3001 MACARTHUR ROAD         WHITEHALL      PA
 813047             U-HAUL CINNAMINSON                2101 ROUTE 130       CINNAMINSON      NJ
 816075            U-HAUL PALM SPRINGS              68075 RAMON ROAD    CATHEDRAL CITY      CA
 834044         U-HAUL CENTER S HAVANA                  615 S HAVANA      AURORA SOUTH      CO
 837051              U-HAUL CENTRAL SQ                   844 MAIN ST         CAMBRIDGE      MA


                                       20

EX-10.62

                                                                   EXHIBIT 10.62

                                 PROMISSORY NOTE

Maximum principal amount of                         dated as of January 11, 2002
Up to $47,500,000.00

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 Forty-Seven Million Five Hundred Thousand
and no/100ths Dollars ($47,500,000), with Interest on the principal balance
outstanding from time to time, all as hereinafter set forth.

      1.    Definitions. As used in this Note, each of the following terms shall
have the following meanings, respectively:

            "Accrual Rate": shall mean the annual interest rate of nine percent
      (9.0%).

            "Additional Interest": shall mean and include both Dividend
      Contingent Interest and Return of Investment Contingent Interest.

            "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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "Catch-Up Payment": shall have the meaning given it in Section 2(d).

            "Deferred Interest": shall have the meaning given it in Section
      2(a).

            "Dividend Contingent Interest": shall have the meaning given it in
      Section 2(e) below.


                                       1

Attachment 3


            "Dividend Income": shall mean the income in the form of dividends
      received by Maker from the Project Owners (or any of them).

            "GAAP": shall mean generally accepted accounting principles as used
      and understood in the United States of America from time to time.

            "Gross Receipts": shall mean, for any period all gross receipts,
      revenues and income of any and every kind collected or received by or for
      the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder
      to reduce the principal amount of the Loan or (iii) paid to reduce the
      principal amount of the Project Loans. Gross Receipts shall include the
      net commission payable from U-Haul International, Inc. or affiliates
      thereof for the rental of its equipment 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. 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 that is then
      the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $47,500,000.00 made by Payee to Maker and evidenced by this Note.

            "Loan Year": shall mean a year commencing on the date of this Note,
      or an


                                       2

Attachment 3


      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 this Note.

            "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.

            "Mortgaged Properties": shall mean the properties of the Project
      Owners identified on Schedule A hereto.

            "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.

            "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.

            "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
      personal property identified on Schedule A hereto, taken together
      collectively

            "Project Lender" shall mean UBS Warburg Real Estate Investments,
      Inc. or designee and/or such other Person who may extend a loan with
      respect to the Project or any portion thereof, as the context may so
      require, in its capacity as the lender under the Project Loans.

            "Project Loan Documents": 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 Project Loans.


                                       3

Attachment 3


            "Project Loans": shall mean, collectively, (i) that certain loan in
      the amount of $12,966,000 made by Project Lender to the Twenty SAC Self
      Storage Corporation; (ii) that certain loan in the amount of $14,607,000
      made by Project Lender to the Twenty-One SAC Self Storage Corporation;
      (iii) that certain loan in the amount of $11,416,000 made by Project
      Lender to Twenty-Two SAC Self-Storage Corporation; (iv) that certain loan
      in the amount of $11,511,000 made by Project Lender to Twenty-Three SAC
      Self-Storage Corporation, each dated as of the date hereof.

            "Project Manager": shall have the meaning given it in Section 6(i)
      below.

            "Project Owners": shall mean, collectively, Twenty SAC Self-Storage
      Corporation, a Nevada corporation, Twenty-One SAC Self-Storage
      Corporation, a Nevada corporation, Twenty-Two SAC Self-Storage
      Corporation, a Nevada corporation, and Twenty-Three SAC Self-Storage
      Corporation, a Nevada corporation, each of which being wholly-owned
      subsidiaries of Maker.

            "Property Management Agreement": shall have the meaning given such
      term in Section 6(i) below.

            "Requirements of Law": shall mean, as to any Person, requirements as
      set out in the provisions of such Person's Articles 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.

            "Return of Investment": shall mean any return to Maker of its
      investment in the Project Owners (or any of them) following a Sale or
      Financing.

            "Return of Investment Contingent Interest": shall have the meaning
      given it in Section 2(g) below.

            "Sale": shall mean any direct or indirect sale, assignment,
      transfer, conveyance, lease (except for leases or licenses 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) of 25% or more (in the aggregate of all
      such sales,


                                       4

Attachment 3


      transfers, assignments, etc., made at any time or from time to time, taken
      together) of all equity interests in Maker.

            "Stated Maturity Date": shall mean the earlier of (i) January 1,
      2022, and (ii) from and after February 1, 2014, on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Project Loans, or any of them, and may include
      without limitation, impounds for capital repairs and replacements.

            "Triggering Event": shall have the meaning given it in Section
      2(h)(ii) below.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      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 monthly in arrears, on the first day of each month.
      Notwithstanding the foregoing, 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 month through the last day of such month
      ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker
            shall also pay an amount (the "Catch-Up Payment") equal to the
            lesser of (i) the aggregate outstanding Deferred Interest on the
            last day of the month for which such payment is


                                       5

Attachment 3


            being made and (ii) ninety percent (90%) of Maker's Dividend Income
            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) Dividend 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 ("Dividend Contingent
      Interest") in an amount equal to the amount (if any) by which ninety
      percent (90%) of Maker's Dividend Income for that 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.

            (f) Prorations of Dividend Contingent Interest. Dividend Contingent
Interest shall be equitably prorated on the basis of a 365-day year for any
partial month in which the term of the Loan commences or in which the Note is
paid in full.

            (g) Return of Investment Contingent Interest.

                  (i) Return of Investment Contingent Interest Defined. Maker
      shall pay to Holder, in addition to Basic Interest, Deferred Interest and
      Dividend Contingent Interest, at the time or times and in the manner
      hereinafter described, an amount equal to ninety percent (90%) of Maker's
      Return of Investment resulting following a Sale of the Project (or any
      portion thereof) (any such event is hereinafter collectively referred to
      as a "Sale or Financing") ("Return of Investment Contingent Interest");

                  (ii) Notice of Sale or Financing; Time for Payment of Return
      of Investment Contingent Interest. Maker shall notify Holder of the
      occurrence of a Sale or Financing, and shall pay Holder the full amount of
      any applicable Return of Investment Contingent Interest which is payable
      in connection therewith, as follows:

                        (A) Maker shall give Holder written notice of any such
      Sale or Financing not less than seventy five (75) days before the date
      such event is to occur. Any Return of Investment Contingent Interest due
      Holder on account of any Sale or Financing shall be paid to Holder on the
      date such Triggering Event occurs.

                  (iii) Negative Return of Investment 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


                                       6

Attachment 3


      Project or for any contingency, condition or occurrence that might result
      in a negative number for Return of Investment Contingent Interest. If at
      any time it is calculated, Return of Investment Contingent Interest shall
      be a negative amount, no Return of Investment 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 Return of Investment Contingent
      Interest shall be subsequently calculated.

                  (iv) Usury Savings. No payment of Return of Investment
      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. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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


                                       7

Attachment 3


      Holder may hereafter designate for such purpose in a notice duly given to
      the Maker hereunder), not later than noon, Pacific 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 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 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 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


                                       8

Attachment 3


      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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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 initialed
      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.


                                       9

Attachment 3


      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
      consummate the transactions contemplated hereby;

            (b) No Violation. Maker's execution, delivery and performance of its
      obligations under the Project Loan Documents to which it is a party 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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or
      the Project is pending or, to Maker's best knowledge, threatened, against
      Maker or the Project;

            (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; and


                                       10

Attachment 3


            (h) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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 capitalize the
      Project Owners.

            (b) Financial Statements. Deliver or cause to be delivered to
      Holder:

                        (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 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 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 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. 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.


                                       11

Attachment 3


            (d) Notices. Give prompt written notice to Holder 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.

            (f) Project Loan Documents. Comply with and observe all terms and
      conditions of the Project Loan Documents to which it is subject.

            (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 TRANSACTIONS
      CONTEMPLATED HEREBY, 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. 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


                                       12

Attachment 3


      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
      HEREIN, 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.

            (h) Co-operation. Execute and deliver to Holder any and all
      instruments, documents and agreements, and do or cause to be done from
      time to time any and all other acts, reasonably deemed necessary or
      desirable by Holder to effectuate the provisions and purposes of this
      Note.

            (i) Requirements of Law. Comply at all times with all Requirements
      of Law.

            (j) Management Agreement. Cause or permit the Project to be
      initially managed by subsidiaries of U-Haul International, Inc. or 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.

      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) Maker's contingent obligations under the Project
      Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
      ordinary course of business and (v) other indebtedness owed to Payee and
      its affiliates.

            (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


                                       13

Attachment 3


      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, (ii) fair
      and reasonable transactions between Maker and U-Haul International, Inc.
      and its related companies, and (iii) guarantees of the recourse
      obligations of Maker's subsidiaries in connection with any financing by
      such subsidiaries.

            (d) Sale of Interests in the Project or in the Maker. Without
      obtaining the prior written consent of Holder (which Holder may withhold
      or condition in its sole and absolute discretion), cause, permit or
      acquiesce in any Sale or Financing.

            (e) Distributions. Notwithstanding anything to the contrary
      contained in this Note or the Project Loan Documents, Maker shall not make
      any distributions to any of its partners or shareholders, 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
      Project Loan Documents to which it is a party and any other loan documents
      with regard to financing by any of Maker's subsidiaries, and taking the
      actions required to be performed under the Project Loan Documents and
      under the loan documents under such other financings.

            (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.


                                       14

Attachment 3


            (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 Maker 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 any collection account agreement any amount
      required to be deposited in such account within 2 days of when required
      pursuant to the terms of such collection account agreement;

            (c) The failure by Maker to perform any obligation under, or the
      occurrence of any other default with respect to any provision of, this
      Note other than as described in any of the other clauses of this Section
      8, and the continuation of such default for a period of 30 days after
      written notice thereof to the Maker;

            (d) (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; or


                                       15

Attachment 3


            (e) 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

      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,
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 (d) 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.

      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. Notwithstanding the foregoing,
there shall be no offset against this Note any amounts otherwise payable to the
Project Owners (or any of them), whether pursuant to any lease between the
Project Owners and affiliates of Maker, or otherwise.

      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) 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


                                       16

Attachment 3


      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 Project Loan Documents. This Note is unsecured. The Project Loans
are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds to
Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Project Lender, which create liens on real estate in the Project and which
also creates a security interest in personal property located thereat or
utilized in connection therewith, and each and every additional document or
instrument which may at any time be delivered to the Project Lender as security
under the Project Loans, 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. Reference should be made to the Project Loan Documents
for a description of the property encumbered thereby and the nature and extent
of the security thereof. Notwithstanding anything to the contrary set forth or
implied herein, this Note is not indebtedness of the Project Owners or any of
them, and is not secured, whether directly or indirectly, by the Project or any
collateral or property owned or operated by the Project Owners, or any of them.

      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


                                       17

Attachment 3

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
                         715 South Country Club Drive
                         Mesa, AZ 85210
                         Attention:  President

      If to the Holder:  U-Haul International, Inc.
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party. In addition, a copy of any notice of default sent to Maker
shall also be sent to the following:

            Project Lender:    UBS Warburg Real Estate Investments Inc.
                               1285 Avenue of the Americas, 11th Floor
                               New York, New York 10019
                               Attention:  Robert Pettinato, Director
                               Telecopier: (212) 713-2099

            with a copy to:    Cadwalader, Wickersham & Taft
                               100 Maiden Lane
                               New York, New York 10038
                               Attention:  Fredric L. Altschuler, Esq.
                               Telecopier: (212) 504-6666

      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, 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.


                                       18

Attachment 3


      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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS
ROLE AS A SECURED LENDER.

      20. 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 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, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

      21. Entire Agreement. This Note constitutes 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.


                                       19

Attachment 3


      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


            By: _____________________________
                Mark V. Shoen, President


                                       20

Attachment 3


                                   Schedule A

                           Description of the Project



  NUMBER                     NAME                       STREET ADDRESS             CITY          STATE     ZIP
                                                                                           
  700026                  U-HAUL CTR OF BEND               63370 N HWY 97                BEND      OR     97701
  707075                 U-HAUL CTR THORNTON            4833 THORNTON AVE             FREMONT      CA     94536
  708078                  U-HAUL CTR BELMONT           554 EL CAMINO REAL             BELMONT      CA     94002
  710077                 U-HAUL OF FLORIN RD               3026 FLORIN RD     SACRAMENTO WEST      CA     95822
  712032              U-HAUL CENTER DOWNTOWN           1836 S ARAPAHOE ST         LOS ANGELES      CA     90006
  717068                  U-HAUL LEMON GROVE         1805 MASSACHUSETT AV         LEMON GROVE      CA     91945
  721021           U-HAUL CENTER 19TH & BELL          1935 WEST BELL ROAD        PHOENIX WEST      AZ     85023
  721058              U-HAUL 51ST & GLENDALE    5024 WEST GLENDALE AVENUE            GLENDALE      AZ     85301
  723082                 U-HAUL MAIN&LINDSAY                  2947 E MAIN                MESA      AZ     85203
  734024                    U-HAUL STATE AVE               5200 STATE AVE         KANSAS CITY      KS     66102
  736071                 U-HAUL CT HAZELWOOD               8961 DUNN ROAD           HAZELWOOD      MO     63042
  738057                     U-HAUL DOWNTOWN                100 SE SECOND       OKLAHOMA CITY      OK     73129
  741035               U-HAUL CENTER ADDISON          2735 BELT LINE ROAD          CARROLLTON      TX     75006
  742054                   U-HAUL KANIS ROAD              7618 KANIS ROAD         LITTLE ROCK      AR     72204
  744068                   U-HAUL AUSTIN HWY          2390 AUSTIN HIGHWAY         SAN ANTONIO      TX     78218
  744070                  U-HAUL NACO-PERRIN            12534 NACGODOCHES         SAN ANTONIO      TX     78217
  744080                    U-HAUL SAN PEDRO               5810 SAN PEDRO         SAN ANTONIO      TX     78212
  747069                 U-HAUL CAUSEWAY BLV         3800 N CAUSEWAY BLVD            METAIRIE      LA     70002
  747074                  U-HAUL CT GENTILLY         6210 CHEF MENTEUR HY         NEW ORLEANS      LA     70126
  751022                  U-HAUL JOLLY CEDAR                 5020 S CEDAR             LANSING      MI     48910
  752069                U-HAUL CAROUSEL MALL           29500 MICHIGAN AVE             INKSTER      MI     48141
  770054                    U-HAUL CTR METRO          1340 E THIRD STREET              DAYTON      OH     45403
  772061                 U-HAUL HENDERSONVIL                208 W MAIN ST      HENDERSONVILLE      TN     37075
  776053                 U-HAUL CT PETERS ST             300 PETERS ST SW        ATLANTA EAST      GA     30313
  790066                   U-HAUL CTR RT 295             411 MARGINAL WAY            PORTLAND      ME      4101
  791023                  U-HAUL SPRINGFIELD              914 BOSTON ROAD         SPRINGFIELD      MA      1101
  795028      U-HAUL CENTER OF MANASSAS PARK        8537 CENTREVILLE ROAD       MANASSAS PARK      VA     20111
  796058                  U-HAUL CTR WARWICK         279 OAKLAND BEACH AV             WARWICK      RI      2886
  806024                 U-HAUL CENTER CORAM         532 MDL COUNTRY ROAD               CORAM      NY     11727
  813020              U-HAUL CENTER ROUTE 37             68 ROUTE 37 EAST          TOMS RIVER      NJ      8753
  820022                U-HAUL CT PULASKI HY         4301 PULASKI HIGHWAY           BALTIMORE      MD     21224
  825067                  U-HAUL AIRLINE CTR            2855 AIRLINE BLVD          PORTSMOUTH      VA     23701
  828059                   U-HAUL CTR ORACLE           4655 N ORACLE ROAD              TUCSON      AZ     85705
  828068                     U-HAUL W INA RD                4040 W INA RD              TUCSON      AZ     85741
  835081                    U-HAUL NORTHWEST        9929 HARRY HINES BLVD              DALLAS      TX     75220
  836033        WESTCREEK VILLAGE U-HAUL CTR          3019 ALTA MESA BLVD          FORT WORTH      TX     76133
  836044             U-HAUL CENTER ARLINGTON           2315 WEST DIVISION           ARLINGTON      TX     76012



                                       21

EX-10.63

                                                                   EXHIBIT 10.63

                                 PROMISSORY NOTE

Maximum principal amount of                            dated as of March 7, 2002
Up to $152,305,252.00

      FOR VALUE RECEIVED, the undersigned, SAC Financial Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
U-Haul International, Inc., a Nevada corporation, ("Payee"), 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 One Hundred and Fifty Two Million, Three
Hundred and Five Thousand, Two Hundred and Fifty-Two and no/100ths Dollars
($152,305,252.00), with Interest on the principal balance outstanding from time
to time, all as hereinafter set forth.

      1.    Definitions. As used in this Note, each of the following terms shall
have the following meanings, respectively:

            "Accrual Rate": shall mean the annual interest rate of nine percent
      (9.0%).

            "Additional Interest": shall mean and include both Distribution
      Contingent Interest and Return of Investment Contingent Interest.

            "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, any shareholder of such Person if such Person is a
      corporation, or any member of such Person if such Person is a limited
      liability company. 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.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.

            "Catch-Up Payment": shall have the meaning given it in Section 2(d).

            "Deferred Interest": shall have the meaning given it in Section
      2(a).

            "Distribution Contingent Interest": shall have the meaning given it
      in Section 2(e) below.


                                       1

            "Distribution Income": shall mean the income in the form of
      dividends and distributions received by Maker from the Project Owners (or
      any of them).

            "GAAP": shall mean generally accepted accounting principles as used
      and understood in the United States of America from time to time.

            "Gross Receipts": shall mean, for any period all gross receipts,
      revenues and income of any and every kind collected or received by or for
      the benefit or account of Maker and/or the Project Owners 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 or the Project Owners' 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 Project Loan Documents, (ii) paid to Holder
      to reduce the principal amount of the Loan or (iii) paid to reduce the
      principal amount of the Project Loans. Gross Receipts shall include the
      net commission payable from U-Haul International, Inc. or affiliates
      thereof for the rental of its equipment 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. 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 that is then
      the holder of this Note.

            "Interest": shall mean Additional Interest, Basic Interest and
      Deferred Interest.

            "Loan": shall mean the unsecured loan in the amount of up to
      $152,305,252.00 made by Payee to Maker and evidenced by this Note.

            "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.


                                       2

            "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 this Note.

            "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.

            "Mortgaged Properties": shall mean the properties of the Project
      Owners identified on Schedule A hereto.

            "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.

            "Pay Rate": shall mean the annual interest rate of two percent
      (2.0%).

            "Pay Rate Interest": shall mean for any period the amount calculated
      by applying the Pay Rate to the outstanding principal balance hereunder.

            "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 and the improvements
      identified on Schedule A hereto, taken together collectively

            "Project Lender" shall mean Merrill Lynch Mortgage Lending, Inc. or
      designee and/or such other Person who may extend a loan with respect to
      the Project or any portion thereof, as the context may so require, in its
      capacity as the lender under the Project Loans.

            "Project Loan Documents": 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 Project Loans.

            "Project Loans": shall mean, collectively, (i) that certain loan in
      the amount of $64,991,000 made by Project Lender to the Twenty-Four SAC
      Self Storage Limited


                                       3

      Partnership, Twenty-Five SAC Self-Storage Limited Partnership and
      Twenty-Seven SAC Self-Storage Limited Partnership; and (ii) that certain
      loan in the amount of $15,590,000 made by Project Lender to the Twenty-Six
      SAC Self Storage Limited Partnership, each dated as of the date hereof.

            "Project Manager": shall have the meaning given it in Section 6(i)
      below.

            "Project Owners": shall mean, collectively, Twenty-Four SAC
      Self-Storage Limited Partnership, a Nevada limited partnership,
      Twenty-Five SAC Self-Storage Limited Partnership, a Nevada limited
      partnership, Twenty-Six SAC Self-Storage Limited Partnership, a Nevada
      limited partnership, and Twenty-Seven SAC Self-Storage Limited
      Partnership, a Nevada limited partnership, as to each of which Maker is a
      ninety-nine percent limited partner.

            "Property Management Agreement": shall have the meaning given such
      term in Section 6(i) below.

            "Requirements of Law": shall mean, as to any Person, requirements as
      set out in the provisions of such Person's Articles 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.

            "Return of Investment": shall mean any return to Maker of its
      investment in the Project Owners (or any of them) following a Sale of
      Financing.

            "Return of Investment Contingent Interest": shall have the meaning
      given it in Section 2(g) below.

            "Sale or Financing": shall mean any direct or indirect sale,
      assignment, transfer, conveyance, lease (except for leases or licenses of
      a term not exceeding one 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) of 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.

            "Stated Maturity Date": shall mean the earlier of (i) April 1, 2022,
      and (ii) from


                                       4

      and after April 1, 2014, on demand by Payee.

            "Tax and Insurance Escrow Account": shall mean any impound account
      established pursuant to the Project Loans, or any of them, and may include
      without limitation, impounds for capital repairs and replacements.

            "Yield Maintenance Premium": shall have the meaning given such term
      in Section 4(b) below.

      2. Interest.

            (a) Basic Interest Rate Prior to Maturity. Prior to the Maturity
      Date, interest ("Basic Interest") shall accrue, commencing as of February
      1, 2002, on the principal balance of the Note outstanding from time to
      time at the Accrual Rate. Basic Interest shall consist of two components
      ("Pay Rate Interest" and "Deferred Interest") and shall be paid monthly in
      arrears, on the first day of each month. Notwithstanding the foregoing,
      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 month
      through the last day of such month ("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 month, 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 ("Post Maturity 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 Post Maturity 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 monthly date for the payment of Basic Interest, Maker
            shall also pay an amount (if any) (the "Catch-Up Payment") equal to
            the lesser of (i) the aggregate outstanding Deferred Interest on the
            last day of the month for which such payment is being made and (ii)
            ninety percent (90%) of Maker's Distribution Income 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


                                       5

            (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) Distribution 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 ("Distribution Contingent
      Interest") in an amount (if any) equal to the amount (if any) by which
      ninety percent (90%) of Maker's Distribution Income for that 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.

            (f) Prorations of Distribution Contingent Interest. Distribution
      Contingent Interest shall be equitably prorated on the basis of a 365-day
      year for any partial month in which the term of the Loan commences or in
      which the Note is paid in full.

            (g) Return of Investment Contingent Interest.

                  (i) Return of Investment Contingent Interest Defined. Maker
      shall pay to Holder, in addition to Basic Interest and Distribution
      Contingent Interest, at the time or times and in the manner hereinafter
      described, an amount equal to ninety percent (90%) of Maker's Return of
      Investment resulting following a Sale or Financing of the Project (or any
      portion thereof) ("Return of Investment Contingent Interest");

                  (ii) Notice of Sale or Financing; Time for Payment of Return
      of Investment Contingent Interest. Maker shall notify Holder of the
      occurrence of a Sale or Financing, and shall pay Holder the full amount of
      any applicable Return of Investment Contingent Interest which is payable
      in connection therewith, as follows:

                        (A) Maker shall give Holder written notice of any such
      Sale or Financing not less than seventy five (75) days before the date
      such event is to occur. Any Return of Investment Contingent Interest due
      Holder on account of any Sale or Financing shall be paid to Holder on the
      date such event occurs.

                  (iii) Negative Return of Investment 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 Return
      of Investment Contingent Interest. If at any time it is calculated, Return
      of Investment Contingent Interest shall be a negative amount, no Return of
      Investment 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 Return of Investment Contingent Interest shall be subsequently
      calculated.


                                       6

                  (iv) Usury Savings. No payment of Return of Investment
      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. 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. No
      principal payments shall be due hereunder except at the Stated Maturity
      Date or as otherwise provided herein in the event of default. Each payment
      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, Pacific 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.


                                       7

            (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 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 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 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 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


                                       8

      (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 January 1, 2008. In addition
      to the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after January 1, 2008, 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 initialed
      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.

      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
      consummate the transactions contemplated hereby;

            (b) No Violation. Maker's execution, delivery and performance of its
      obligations under this Note and any related documents do not and will not
      violate the organizational


                                       9

      documents or agreements 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 hereunder
      that have not been duly obtained, made or given, as the case may be;

            (d) Enforceability. The Note is valid, binding and enforceable in
      accordance with its terms, except as the enforceability hereof 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 which would have a material adverse effect upon the Maker or
      the Project is pending or, to Maker's best knowledge, threatened, against
      Maker or the Project;

            (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; and

            (h) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210.

      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 capitalize the
      Project Owners.

            (b) Financial Statements. Deliver or cause to be delivered to
      Holder:

                        (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


                                       10

                        (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 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 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 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. 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 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 $500,000 not fully covered by insurance shall be
      deemed to be material), 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 of this Note.

            (f) INDEMNIFICATION. MAKER SHALL INDEMNIFY AND HOLD


                                       11

      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 TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR LOSSES CAUSED BY THE
      GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND
      MAKER SHALL 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. 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 REASONABLE 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 HEREIN, 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.

            (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,


                                       12

reasonably deemed necessary or desirable by Holder to effectuate the provisions
and purposes of this Note.

            (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 subsidiaries of U-Haul International, Inc. or 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 revenue for any time period.

      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) Maker's contingent obligations (if any) under the
      Project Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in
      the ordinary course of business and (v) other indebtedness owed to Payee
      and its affiliates.

            (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, (ii) fair
      and reasonable transactions between Maker and U-Haul International, Inc.
      and its related companies, and (iii) guarantees of the recourse
      obligations of Maker's subsidiaries in connection with any financing by
      such subsidiaries.

            (d) Sale of Interests in the Project or in the Maker. Without
      obtaining the prior


                                       13

      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 Project Loan Documents, Maker shall not make
      any distributions to any of its partners or shareholders, 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
      Project Loan Documents to which it is a party and any other loan documents
      with regard to financing by any of Maker's subsidiaries, and taking the
      actions required to be performed under the Project Loan Documents and
      under the loan documents under such other financings.

            (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 Maker 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 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;

            (c) (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


                                       14

      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; or

            (d) 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

      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,
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 (d) 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.

      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. Notwithstanding the foregoing,
there shall be no offset against this Note any amounts otherwise payable to the
Project Owners (or any of them), whether pursuant to any lease between the
Project Owners and affiliates of Maker, or otherwise.


                                       15

      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) 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 reasonable 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 reasonable attorneys' fees, court costs, and other costs and
expenses of every kind incurred by


                                       16

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 Project Loan Documents. This Note is unsecured. The Project Loans
are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds to
Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Project Lender, which create liens on real estate in the Project and which
also creates a security interest in personal property located thereat or
utilized in connection therewith, and each and every additional document or
instrument which may at any time be delivered to the Project Lender as security
under the Project Loans, 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. Reference should be made to the Project Loan Documents
for a description of the property encumbered thereby and the nature and extent
of the security thereof. Notwithstanding anything to the contrary set forth or
implied herein, this Note is not indebtedness of the Project Owners or any of
them, and is not secured, whether directly or indirectly, by the Project or any
collateral or property owned or operated by the Project Owners, or any of them.

      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:   c/o SAC Holding Corporation
                         715 South Country Club Drive
                         Mesa, AZ 85210
                         Attention:  President

      If to the Holder:  U-Haul International, Inc.
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


      or to either party at such other address 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, the Maker


                                       17

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 WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS
ROLE AS A SECURED LENDER.

      20. 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 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, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

      21. Entire Agreement. This Note constitutes 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.


                                       18

      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 FINANCIAL CORPORATION
                  a Nevada corporation


                  By: ______________________________
                      Mark V. Shoen, President


                                       19

EX-99.1

                                                                   Exhibit 99.1

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward J. Shoen, Chairman of the Board and President of AMERCO, certify that:

1.    the Quarterly Report of AMERCO on Form 10-Q for the quarterly period ended
      September 30, 2002 as filed with the Securities and Exchange Commission on
      the date hereof (the "Report"), which this statement accompanies, fully
      complies with the requirements of Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of AMERCO.

                                            /s/ Edward J. Shoen
                                            -----------------------------------
                                            Edward J. Shoen
                                            Chairman of the Board and President
                                            November 18, 2002

EX-99.2

                                                                   Exhibit 99.2

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary B. Horton, Treasurer of AMERCO, certify that:

1.    the Quarterly Report of AMERCO on Form 10-Q for the quarterly period ended
      September 30, 2002 as filed with the Securities and Exchange Commission on
      the date hereof (the "Report"), which this statement accompanies, fully
      complies with the requirements of Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of AMERCO.

                                            /s/ Gary B. Horton
                                            -----------------------------------
                                            Gary B. Horton
                                            Treasurer
                                            November 18, 2002

EX-99.3

                                                                   Exhibit 99.3

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      I, Edward J. Shoen, Chairman of the Board and President of U-Haul
International, Inc., certify that:

1.    the Quarterly Report of U-Haul International, Inc. on Form 10-Q for the
      quarterly period ended September 30, 2002 as filed with the Securities and
      Exchange Commission on the date hereof (the "Report"), which this
      statement accompanies, fully complies with the requirements of Section
      13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of U-Haul
      International, Inc.

                                            /s/ Edward J. Shoen
                                            -----------------------------------
                                            Edward J. Shoen
                                            Chairman of the Board and President
                                            November 18, 2002

EX-99.4

                                                                 Exhibit 99.4

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      I, Gary B. Horton, Assistant Treasurer of U-Haul International, Inc.,
certify that:

1.    the Quarterly Report of U-Haul International, Inc. on Form 10-Q for the
      quarterly period ended September 30, 2002 as filed with the Securities and
      Exchange Commission on the date hereof (the "Report"), which this
      statement accompanies, fully complies with the requirements of Section
      13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of U-Haul
      International, Inc.

                                            /s/ Gary Horton
                                            -----------------------------------
                                            Gary B. Horton
                                            Assistant Treasurer
                                            November 18, 2002