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<SEC-DOCUMENT>0000950153-04-000700.txt : 20040326
<SEC-HEADER>0000950153-04-000700.hdr.sgml : 20040326
<ACCEPTANCE-DATETIME>20040325195455
ACCESSION NUMBER:		0000950153-04-000700
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20040315
ITEM INFORMATION:		Bankruptcy or receivership
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040326

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERCO /NV/
		CENTRAL INDEX KEY:			0000004457
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510]
		IRS NUMBER:				880106815
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11255
		FILM NUMBER:		04691004

	BUSINESS ADDRESS:	
		STREET 1:		1325 AIRMOTIVE WAY STE 100
		CITY:			RENO
		STATE:			NV
		ZIP:			89502
		BUSINESS PHONE:		7756886300

	MAIL ADDRESS:	
		STREET 1:		1325 AIRMOTIVE WAY
		STREET 2:		SUITE 100
		CITY:			RENO
		STATE:			NV
		ZIP:			89502

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERCO
		DATE OF NAME CHANGE:	19770926
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>p68953e8vk.htm
<DESCRIPTION>8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>


<P>
<HR noshade width="26%" align="center" size="1">
<P>



<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>


<P align="center" style="font-size: 10pt">CURRENT REPORT



<P align="center" style="font-size: 10pt">Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934



<P align="center" style="font-size: 10pt">Date of Report (Date of earliest event reported): March&nbsp;15, 2004


<P align="center" style="font-size: 24pt"><B>AMERCO</B>


<P align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Charter)


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Nevada
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1-11255
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">88-0106815</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Commission
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">IRS Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">File Number
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">1325 Airmotive Way, Ste. 100, Reno, Nevada 89502-3239</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" width="300" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)(Zip Code)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="60%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">(775) 688-6300</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" width="240" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Registrant&#146;s telephone number, including area code)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="80%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Not applicable</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" width="400" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Former Name or Former Address, if Changed Since Last Report)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">ITEM 3. BANKRUPTCY OR RECEIVERSHIP.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w1.txt">EX-4.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w2.txt">EX-4.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w3.txt">EX-4.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w4.txt">EX-4.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w5.txt">EX-4.5</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w6.txt">EX-4.6</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w7.txt">EX-4.7</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w8.txt">EX-4.8</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w9.txt">EX-4.9</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68953exv4w10.txt">EX-4.10</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link2 "ITEM 3. BANKRUPTCY OR RECEIVERSHIP." -->
<DIV align="left"><A NAME="000"></A></DIV>

<P>

<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 3.&nbsp;</TD>
    <TD>BANKRUPTCY OR RECEIVERSHIP.</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt"><B>Emergence From Chapter&nbsp;11 Restructuring</B>


<P align="left" style="font-size: 10pt">On June&nbsp;20, 2003, AMERCO filed a voluntary petition for relief under Chapter&nbsp;11
of the United States Bankruptcy Code in the United States Bankruptcy Court,
District of Nevada (Case No.&nbsp;0352103). Amerco Real Estate Company also filed
a voluntary petition for relief under Chapter&nbsp;11 on August&nbsp;13, 2003. AMERCO&#146;s
other subsidiaries were not included in either of the filings. The Chapter&nbsp;11
filing was undertaken to facilitate a restructuring of AMERCO&#146;s debt in
response to liquidity issues, which developed in the second half of 2002.


<P align="left" style="font-size: 10pt">On March&nbsp;15, 2004, we emerged from Chapter&nbsp;11 with full payment to our
creditors and with no dilution to our stockholders. Following is a summary of
the highlights of our completed plan of reorganization and new financial
structure.


<P align="left" style="font-size: 10pt"><B>Exit Financing Facility</B>


<P align="left" style="font-size: 10pt">We entered into a new $550&nbsp;million credit facility with a banking syndicate led
and arranged by Wells Fargo Foothill, a part of Wells Fargo &#038; Company (the
&#147;Exit Financing Facility&#148;). The Exit Financing Facility consists of two
components, a $200,000,000 revolving credit facility (including a $50,000,000
letter of credit sub-facility) and a $350,000,000 amortizing term loan. The
proceeds we received from the Exit Financing Facility were used primarily to
satisfy the claims of the creditors in our Chapter&nbsp;11 proceeding and pay
related fees and expenses incurred in connection therewith. The Exit Financing
Facility is attached as Exhibit&nbsp;4.1.


<P align="left" style="font-size: 10pt">The $350,000,000 amortizing
term loan calls for monthly principal payments of $291,667 and monthly interest
payments with the balance due on maturity in 2009. Advances under the
revolving credit facility are based on a borrowing base formula which is based
on a percentage of the value of our eligible real estate and rental vehicles.
The Exit Financing Facility is secured by a first priority position in
substantially all of the assets of AMERCO and its subsidiaries, except for our
notes receivable from SAC Holdings, real estate subject to synthetic leases,
certain real property held for sale on the date of our emergence from
bankruptcy and the capital stock of our insurance subsidiaries.


<P align="left" style="font-size: 10pt"><B>9.0% Second Lien Senior Secured Notes</B>


<P align="left" style="font-size: 10pt">On March&nbsp;15, 2004, AMERCO issued $200,000,000 aggregate principal amount of
9.0% Second Lien Senior Secured Notes due 2009 (the &#147;Term B Notes&#148;). Our
creditors in the Chapter&nbsp;11 proceedings received $120,000,000 of the Term B
Notes and other investors purchased $80,000,000 of such notes. These notes
represent our senior secured obligations and rank <I>pari passu </I>in right of
payment to all other indebtedness of AMERCO, including our obligations under
the Exit Financing Facility. These notes are secured by a second priority
position in the same collateral which secures our obligations under the Exit
Financing Facility. The Indenture for the Term B Notes is attached as Exhibit
4.2.


<P align="left" style="font-size: 10pt"><B>New AMERCO Notes</B>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">On March&nbsp;15, 2004, AMERCO issued 12% senior subordinated notes due 2011 in the
aggregate principal amount of $148,646,137 (the &#147;New AMERCO Notes&#148;) to our
unsecured creditors in the Chapter&nbsp;11 proceeding. No principal payments are due on the
New AMERCO Notes until maturity. These notes, which are subordinated to all of
AMERCO&#146;s senior indebtedness (including the Exit Financing Facility and the
Term B Notes) are secured by certain
assets of AMERCO, including the capital stock of our life insurance subsidiary
(Oxford Life Insurance Company), real property that is under contract for sale
on March&nbsp;15, 2004, and payments from notes receivable from SAC Holdings having an aggregate
outstanding principal balance at March&nbsp;15, 2004 of approximately $203.8
million. The Indenture for the New AMERCO Notes is attached as Exhibit&nbsp;4.7.


<P align="left" style="font-size: 10pt"><B>New SAC Holdings Notes</B>


<P align="left" style="font-size: 10pt">In connection with AMERCO&#146;s Chapter&nbsp;11 bankruptcy restructuring, SAC Holdings
agreed to issue to creditors in our Chapter&nbsp;11 proceeding 8.5% senior notes due
2014 in aggregate principal amount of $200,000,000 (the &#147;New SAC Holdings
Notes&#148;). The issuance of these notes by SAC Holdings was part of an agreed
upon set of transactions in connection with our bankruptcy reorganization plan
which had the effect of eliminating $200,000,000 of notes receivable from SAC
Holdings that were previously held by AMERCO. The Indenture for the New SAC Holdings Notes
is attached as Exhibit&nbsp;4.8.


<!-- link2 "ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS." -->
<DIV align="left"><A NAME="001"></A></DIV>

<P>

<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 7.&nbsp;</TD>
    <TD>FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS.</TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(c)
</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">Exhibits</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended Joint Plan of Reorganization of AMERCO and Amerco Real
Estate Company (1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2.2
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Disclosure Statement Concerning the Debtors&#146; First Amended
Joint Plan of Reorganization (1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Loan and Security Agreement among AMERCO and Wells Fargo
Foothill, Inc. dated March&nbsp;1, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.2
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of March&nbsp;1, 2004, among AMERCO, the
subsidiary guarantors listed therein, and Wells Fargo Bank,
N.A.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.3
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Purchase Agreement dated as of March&nbsp;1, 2004 among AMERCO and
the Initial Purchasers of the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.4
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Notation of Guaranty dated March&nbsp;15, 2004 for the Term B Notes</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.5
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated as of March&nbsp;15, 2004 among
AMERCO and the Initial Purchasers of the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.6
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Global Note dated March&nbsp;15, 2004 for the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.7
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of March&nbsp;15, 2004 among AMERCO, the
subsidiary guarantors listed therein, and The Bank of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.8
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture dated March&nbsp;15, 2004 among SAC Holding Corporation
and SAC Holding II Corporation and Law Debenture Trust Company
of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.9
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SAC Participation and Subordination Agreement, dated as of
March&nbsp;15, 2004 among SAC Holding Corporation, SAC Holding II
Corporation, AMERCO, U-Haul International, Inc., and Law
Debenture Trust Company of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">4.10
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intercreditor Agreement, dated as of March&nbsp;1, 2004, between
Wells Fargo Bank, N.A. and Wells Fargo Foothill, Inc.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(1)</TD>
    <TD colspan="2" align="left" valign="top">Incorporated by reference to AMERCO&#146;s Quarterly Report on Form&nbsp;10-Q for the
quarter ended December&nbsp;31, 2003, file no. 1-11255.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt">SIGNATURES

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dated: March&nbsp;25, 2004


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">AMERCO<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">/s/ Gary V. Klinefelter
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Gary V. Klinefelter, Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended Joint Plan of Reorganization of AMERCO and Amerco Real
Estate Company (1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Disclosure Statement Concerning the Debtors&#146; First Amended
Joint Plan of Reorganization (1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Loan and Security Agreement among AMERCO and Wells Fargo
Foothill, Inc. dated March&nbsp;1, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of March&nbsp;1, 2004, among AMERCO, the
subsidiary guarantors listed therein, and Wells Fargo Bank,
N.A.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Purchase Agreement dated as of March&nbsp;1, 2004 among AMERCO and
the Initial Purchasers of the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Notation of Guaranty dated March&nbsp;15, 2004 for the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated as of March&nbsp;15, 2004
among AMERCO and the Initial Purchasers of the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Global Note dated March&nbsp;15, 2004 for the Term B Notes</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of March&nbsp;15, 2004 among AMERCO, the
subsidiary guarantors listed therein, and The Bank of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture dated March&nbsp;15, 2004 among SAC Holding Corporation
and SAC Holding II Corporation and Law Debenture Trust Company
of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">SAC Participation and Subordination Agreement, dated as of
March&nbsp;15, 2004 among SAC Holding Corporation, SAC Holding II
Corporation, AMERCO, U-Haul International, Inc., and Law
Debenture Trust Company of New York</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intercreditor Agreement, dated as of March&nbsp;1, 2004, between
Wells Fargo Bank, N.A. and Wells Fargo Foothill, Inc.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>

<P>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Incorporated by reference to AMERCO&#146;s Quarterly Report on Form&nbsp;10-Q for the
quarter ended December&nbsp;31, 2003, file no. 1-11255.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>p68953exv4w1.txt
<DESCRIPTION>EX-4.1
<TEXT>
<PAGE>

                                                                  Execution Copy

================================================================================

                           LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                                     AMERCO,
                              A NEVADA CORPORATION
                                       AND

              EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO,
                                  AS BORROWERS,

                    THE LENDERS THAT ARE SIGNATORIES HERETO,
                                 AS THE LENDERS,

                                       AND

                           WELLS FARGO FOOTHILL, INC.
                              AS THE LEAD ARRANGER,
          ADMINISTRATIVE AGENT, SYNDICATION AGENT AND COLLATERAL AGENT

                            DATED AS OF MARCH 1, 2004

================================================================================

<PAGE>

                           LOAN AND SECURITY AGREEMENT

                  THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), is
entered into as of March 1, 2004, between and among, on the one hand, the
lenders identified on the signature pages hereof (such lenders, together with
their respective successors and assigns, are referred to hereinafter each
individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO
FOOTHILL, INC., a California corporation, as the lead arranger, administrative
agent, syndication agent and collateral agent for the Lenders ("Agent") and, on
the other hand, AMERCO, a Nevada corporation ("Parent"), and each of Parent's
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as a
"Borrower," and individually and collectively, jointly and severally, as
"Borrowers").

                                    RECITALS

                  WHEREAS, Parent and its wholly-owned subsidiary Amerco Real
Estate Company, a Nevada corporation ("AREC") (together with Parent,
collectively the "Debtors", and each individually a "Debtor"), are reorganized
debtors in jointly administered Case No. BK-03-52103-GWZ (the "Chapter 11 Case")
in the United States Bankruptcy Court for the District of Nevada (the "Court");
and

                  WHEREAS, the Debtors are parties to that certain Senior
Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement dated
as of August 15, 2003 among the Debtors, Wells Fargo Foothill, Inc., as agent,
and the various lenders party thereto (the "DIP Lenders") (as amended, restated,
supplemented or otherwise modified from time to time prior to the date hereof,
the "DIP Loan Agreement") and pursuant to which the DIP Lenders provided the
Debtors with financing for the Chapter 11 Case; and

                  WHEREAS, the Debtors have filed that certain Joint Plan of
Reorganization and that certain Disclosure Statement Concerning the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the United States
Bankruptcy Code, each dated as of November 26, 2003 (together with any amendment
or modifications thereto consented to by the Required Lenders as defined herein,
collectively, the "Reorganization Plan"); and

                  WHEREAS, the Reorganization Plan was confirmed pursuant to
that certain Order Confirming First Amended Joint Plan of Reorganization entered
by the Court in the Chapter 11 Case on February 20, 2004 (the "Confirmation
Order"), after a final hearing under Bankruptcy Rule 3020, which Confirmation
Order is reasonably satisfactory in form and substance to Agent and the Required
Lenders (as defined herein), and

                  WHEREAS, as set forth in the Reorganization Plan and
Confirmation Order, the Debtors have requested that Agent and the Lenders
provide the Debtors and the other Borrowers with financing for the
implementation of the Reorganization Plan and other general corporate purposes;
and

<PAGE>

                  WHEREAS, Agent and the Lenders are willing to provide such
financing to Borrowers in accordance with and subject to the terms and
conditions set forth in this Agreement:

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the agreements, provisions
and covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrowers, Agent and
the Lenders do hereby agree as follows:

1.       DEFINITIONS AND CONSTRUCTION.

         1.1      DEFINITIONS. As used in this Agreement, the following terms
shall have the following definitions:

                  "Account Debtor" means any Person who is or who may become
obligated under, with respect to, or on account of, an Account, Chattel Paper,
or a General Intangible.

                  "Accounts" means any Person's now owned or hereafter acquired
right, title, and interest with respect to "accounts" as such term is defined in
the Code, and any and all Supporting Obligations in respect thereof.

                  "ACH Transactions" means any cash management or related
services (including the Automated Clearing House processing of electronic funds
transfers through the direct Federal Reserve Fedline system) provided by a Bank
Product Provider for the account of Administrative Borrower or its Subsidiaries.

                  "Additional Documents" has the meaning set forth in Section
4.4.

                  "Administrative Borrower" has the meaning set forth in Section
17.9.

                  "Advances" has the meaning set forth in Section 2.1.

                  "Affiliate" means, as applied to any Person, any other Person
who, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct the management and
policies of a Person, whether through the ownership of Stock, by contract, or
otherwise; provided, however, that, for purposes of Section 7.14 hereof: (a) any
Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other members of the
governing body of a Person or 10% or more of the partnership or other ownership
interests of a Person (other than as a limited partner of such Person) shall be
deemed to control such Person, (b) each director (or comparable manager) of a
Person shall be deemed to be an Affiliate of such Person, and (c) each
partnership or joint venture in which a Person is a partner or joint venturer
shall be deemed to be an Affiliate of such Person. For the avoidance of doubt,
SAC Holding shall not be deemed to be an Affiliate of Borrowers for purposes of
this Agreement.

                                       2
<PAGE>

                  "Affiliate Contracts" means each of the agreements set forth
on Schedule A-1 which shall include any agreement to which any Loan Party is a
party, on the one hand, and any Affiliate of such Loan Party is a party, on the
other hand, as such agreements are in place as of the Closing Date.

                  "Agency Letter" means that certain letter agreement executed
and delivered by Roberta Holmes, Joan Gibson (or any other person acceptable to
Agent from time to time having similar employee responsibilities) and Agent, as
amended, modified or replaced from time to time, the form and substance of which
are reasonably satisfactory to Agent.

                  "Agent" means Foothill, solely in its capacity as
administrative agent and collateral agent for the Lenders hereunder, and any
successor thereto.

                  "Agent Advances" has the meaning set forth in Section
2.3(e)(i).

                  "Agent's Account" means the account identified on Schedule
A-2.

                  "Agent's Liens" means the Liens granted by Borrowers and
Guarantors to Agent under this Agreement or the other Loan Documents.

                  "Agent-Related Persons" means Agent, together with its
Affiliates, officers, directors, employees, and agents.

                  "Agreement" has the meaning set forth in the preamble hereto.

                  "Agreement to Indemnify" means that certain agreement to
indemnify entered into by Parent in connection with the execution of the SAC
Participation and Subordination Agreement.

                  "Anti-Terrorism Laws" means any laws relating to terrorism or
money laundering, including Executive Order No. 13224 and the USA Patriot Act.

                  "Applicable Laws" means, with respect to any Person, those
laws, rules, regulations, statutes and ordinances that apply to that Person or
its business, undertaking, property or securities.

                  "Applicable Margin" means, as of any date of determination,
(a) if the relevant Obligation is a Term Loan that is a Base Rate Loan, 1.50%,
(b) if the relevant Obligation is a Term Loan that is a LIBOR Rate Loan, 4.00%,
or (c) for all other relevant Obligations, the applicable percentage indicated
below that corresponds to the Consolidated EBITDA for the 12-month period ended
immediately prior to the date of determination:

<TABLE>
<CAPTION>
                                              Applicable      Applicable Margin    Applicable
                  Consolidated EBITDA          Margin for     for Advances that     Margin for
                 as of the end of each     Advances that are   are LIBOR Rate    Letter of Credit
Pricing Level        fiscal quarter         Base Rate Loans        Loans              Fee
- -------------  --------------------------  -----------------  -----------------  ----------------
<S>            <C>                         <C>                <C>                <C>
Level I        Less than or equal to             1.50%              4.00%            4.00%
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                              Applicable      Applicable Margin    Applicable
                  Consolidated EBITDA          Margin for     for Advances that     Margin for
                 as of the end of each     Advances that are   are LIBOR Rate    Letter of Credit
Pricing Level        fiscal quarter         Base Rate Loans        Loans              Fee
- -------------  --------------------------  -----------------  -----------------  ----------------
<S>            <C>                         <C>                <C>                <C>
               $275,000,000

Level II       Greater than $275,000,000,        1.25%              3.75%            3.75%
               but less than or equal to
               $300,000,000

Level III      Greater than $300,000,000         1.00%              3.50%            3.50%
</TABLE>

The Applicable Margin for each Advance and the Letter of Credit Fee shall be
determined as of the end of each fiscal quarter by reference to the Consolidated
EBITDA for the 12-month period then ending; provided, however, that (a) no
change in the Applicable Margin shall be effective until 3 Business Days after
the date on which Agent receives financial statements pursuant to Section
6.3(a), and a certificate of the chief financial officer of Parent demonstrating
such amount, attaching thereto a schedule in form reasonably satisfactory to
Agent of the computations used by Parent in determining such Consolidated EBITDA
for such preceding 12 month period ending as of the end of the most recently
ended fiscal quarter, and (b) the Applicable Margin shall be the interest rate
margin set forth for Level I above with respect to the applicable Advances and
Letter of Credit Fee, respectively, (i) from the Closing Date through and
including the second Business Day after Agent receives the information required
by clause (a) of this proviso for the fiscal quarter ending September 30, 2004,
(ii) if Parent has not submitted to Agent the information described in clause
(a) of this proviso as and when required under Section 6.3(a), for so long as
such information has not been received by Agent, and (iii) at the election of
Agent or the Required Lenders, upon the occurrence and during the continuation
of any Event of Default (whether or not the Default Rate of interest shall then
be in effect).

                  "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to (a) during the period of time from and after
the date of the execution and delivery of this Agreement up to (but excluding)
the date that is the first anniversary of the Closing Date, 2.00% times the sum
of (i) the Maximum Revolver Amount, plus (ii) the outstanding principal balance
of the Term Loan on the date immediately prior to the date of determination, (b)
during the period of time from and including the date that is the first
anniversary of the Closing Date up to (but excluding) the date that is the
second anniversary of the Closing Date, 1.50% times the sum of (i) the Maximum
Revolver Amount, plus (ii) the outstanding principal balance of the Term Loan on
the date immediately prior to the date of determination, and (c) during the
period of time from and including the date that is the second anniversary of the
Closing Date up to (and including) the date that is the third anniversary of the
Closing Date, 1.00% times the sum of (i) the Maximum Revolver Amount, plus (ii)
the outstanding principal balance of the Term Loan on the date immediately prior
to the date of determination. For the avoidance of doubt, the Applicable
Prepayment Premium shall be 0% after the date that is the third anniversary of
the Closing Date.

                                       4
<PAGE>

                  "AREC" has the meaning set forth in the recitals of this
Agreement.

                  "Assignee" has the meaning set forth in Section 14.1.

                  "Assignment and Acceptance" means an Assignment and Acceptance
Agreement in the form of Exhibit A-1, or otherwise acceptable to Agent in its
Permitted Discretion.

                  "Authorized Person" means any officer or employee of
Administrative Borrower.

                  "Availability" means, as of any date of determination, if such
date is a Business Day, and determined at the close of business on the
immediately preceding Business Day, if such date of determination is not a
Business Day, the amount that Borrowers are entitled to borrow as Advances under
Section 2.1 (after giving effect to all then outstanding Obligations (other than
Bank Product Obligations) and all sublimits and reserves applicable under this
Agreement).

                  "Bank Product" means any financial accommodation extended to
Administrative Borrower or its Subsidiaries by a Bank Product Provider (other
than pursuant to this Agreement) including: (a) credit cards, (b) credit card
processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions,
(f) cash management, including controlled disbursement, accounts or services, or
(g) transactions under Hedge Agreements.

                  "Bank Product Agreements" means those agreements entered into
from time to time by Administrative Borrower or its Subsidiaries with a Bank
Product Provider in connection with the obtaining of any of the Bank Products.

                  "Bank Product Obligations" means all obligations, liabilities,
contingent reimbursement obligations, fees, and expenses owing by Administrative
Borrower or its Subsidiaries to any Bank Product Provider pursuant to or
evidenced by the Bank Product Agreements and irrespective of whether for the
payment of money, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, and including all such amounts
that Administrative Borrower or its Subsidiaries are obligated to reimburse to
Agent or any member of the Lender Group as a result of Agent or such member of
the Lender Group purchasing participations from, or executing indemnities or
reimbursement obligations to, a Bank Product Provider with respect to the Bank
Products provided by such Bank Product Provider to Administrative Borrower or
its Subsidiaries.

                  "Bank Product Provider" means Wells Fargo or any of its
Affiliates.

                  "Bank Product Reserves" means, as of any date of
determination, the amount of reserves that Agent has established (based upon the
Bank Product Providers' reasonable determination of the credit exposure in
respect of then extant Bank Products) for Bank Products then provided or
outstanding.

                  "Bankruptcy Code" means Title 11 of the United States Code,
provided that when the context so requires, with respect to the Canadian
Subsidiaries, "Bankruptcy Code" shall mean the Bankruptcy and Insolvency Act
(Canada) or the Companies' Creditors Arrangement Act (Canada), in any case, as
in effect from time to time.

                                       5
<PAGE>

                  "Base LIBOR Rate" means the rate per annum, determined by
Agent in accordance with its customary procedures, and utilizing such electronic
or other quotation sources as it considers appropriate (rounded upwards, if
necessary, to the next 1/100%), to be the rate at which Dollar deposits (for
delivery on the first day of the requested Interest Period) are offered to major
banks in the London interbank market on or about 11:00 a.m. (California time) 2
Business Days prior to the commencement of the applicable Interest Period, for a
term and in an amount comparable to the Interest Period and amount of the LIBOR
Rate Loan requested (whether as an initial LIBOR Rate Loan or as a conversion of
a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower in accordance
with this Agreement, which determination shall be conclusive in the absence of
manifest error.

                  "Base Rate" means, the rate of interest announced within Wells
Fargo at its principal office in San Francisco as its "prime rate", with the
understanding that the "prime rate" is one of Wells Fargo's base rates (not
necessarily the lowest of such rates) and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto and is evidenced by the recording thereof after its announcement in such
internal publications as Wells Fargo may designate.

                  "Base Rate Loan" means each portion of an Advance or the Term
Loan that bears interest at a rate determined by reference to the Base Rate.

                  "Benefit Plan" means a "defined benefit plan" (as defined in
Section 3(35) of ERISA) for which any Borrower or any Subsidiary or ERISA
Affiliate of any Borrower has been an "employer" (as defined in Section 3(5) of
ERISA) within the past 6 years.

                  "Blocked Person" has the meaning set forth in Section 5.26(b).

                  "Board of Directors" means the board of directors (or
comparable managers) of Parent or any committee thereof duly authorized to act
on behalf thereof.

                  "Books" means any Person's now owned or hereafter acquired
books and records (including all of its Records indicating, summarizing, or
evidencing its assets (including the Collateral) or liabilities, all of any
Person's Records relating to its or their business operations or financial
condition, and all of its goods or General Intangibles related to such
information).

                  "Borrower" and "Borrowers" have the respective meanings set
forth in the preamble to this Agreement.

                  "Borrowing" means a borrowing hereunder consisting of Advances
(or term loans, in the case of the Term Loan) made on the same day by the
Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing
Loan, or by Agent in the case of an Agent Advance, in each case, to
Administrative Borrower.

                  "Borrowing Base" means, as of any date of determination, the
result of:

                  (a)      60.0% of the Fair Market Valuation, minus

                                       6
<PAGE>

                  (b)      the sum of (i) the Bank Product Reserves, (ii) the
                           Environmental Remediation Reserve, (iii) the Title
                           Reserve and (iv) the aggregate amount of other
                           reserves, if any, established by Agent under Section
                           2.1(b).

                  "Borrowing Base Certificate" means a certificate in the form
of Exhibit B-1 delivered by the chief financial officer of Parent to Agent.

                  "Business Day" means any day that is not a Saturday, Sunday,
or other day on which banks are authorized or required to close in the State of
California, except that, if a determination of a Business Day shall relate to a
LIBOR Rate Loan, the term "Business Day" also shall exclude any day on which
banks are closed for dealings in Dollar deposits in the London interbank market.

                  "Canadian Income Tax Act" means the Income Tax Act (Canada),
R.S.C. 1985 C.1 (5th Supp.), as amended from time to time.

                  "Canadian Subsidiaries" means, collectively, U-Haul (Canada)
and U-Haul Inspections Ltd., a British Columbia corporation.

                  "Capital Expenditures" means, with respect to any Person for
any period, gross expenditures that are capital expenditures as determined in
accordance with GAAP for such period, whether such expenditures are paid in cash
or financed; minus lease funding received pursuant to operating and Capital
Lease commitments for such period; minus Net Dispositions for such period;
provided, however, Net Dispositions from the WP Carey Transaction received after
the Closing Date but on or prior to March 31, 2004 shall be deemed received
during fiscal year 2005.

                  "Capital Lease" means a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.

                  "Capitalized Lease Obligation" means that portion of the
obligations under a Capital Lease that is required to be capitalized in
accordance with GAAP.

                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within 1 year from the date of acquisition thereof, (b)
marketable direct obligations issued by any state of the United States or any
political subdivision of any such state or any public instrumentality thereof
maturing within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"), (c) commercial paper maturing no more than 270 days from the date
of creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit or
bankers' acceptances maturing within 1 year from the date of acquisition thereof
issued by any bank organized under the laws of the United States or any state
thereof having at the date of acquisition thereof combined capital and surplus
of not less than $250,000,000, (e) demand Deposit Accounts maintained with any
bank organized under the laws of the United States or any state thereof so long
as the amount maintained with any individual bank is less than or equal to
$100,000 and is insured by the

                                       7
<PAGE>

Federal Deposit Insurance Corporation, and (f) Investments in money market funds
substantially all of whose assets are invested in the types of assets described
in clauses (a) through (e) above.

                  "Cash Management Account" has the meaning set forth in Section
2.7(a).

                  "Cash Management Agreements" means those certain cash
management agreements, in form and substance satisfactory to Agent, including
without limitation the cash management agreement with respect to the
Concentration Account, each of which is among Administrative Borrower or one of
its Subsidiaries, Agent, and one of the Cash Management Banks.

                  "Cash Management Bank" has the meaning set forth in Section
2.7(a).

                  "Certificate(s) of Title" has the meaning set forth in Section
5.25(a).

                  "Change of Control" means (a) any "person" or "group" (within
the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than
Permitted Holders, that becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of 30%, or more, of
the Stock of Parent having the right to vote for the election of members of the
Board of Directors, or (b) a majority of the members of the Board of Directors
do not constitute Continuing Directors, or (c) any Borrower ceases to own,
directly or indirectly, and control 100% of the outstanding capital Stock of any
of its Subsidiaries extant as of the Closing Date unless the disposition,
liquidation or merger of such Subsidiary was permitted by Section 7.3 hereof; or
(d) (i) all or substantially all of the assets of Parent and its Restricted
Subsidiaries (as defined in the New AMERCO Note Indenture) are sold or otherwise
transferred to any Person other than a Wholly-Owned Restricted Subsidiary (as
defined in the New AMERCO Note Indenture) that is a Loan Party or (ii) Parent
consolidates or merges with or into another Person or any Person consolidates or
merges with or into Parent, in either case under this clause (d), in one
transaction or a series of related transactions in which immediately after the
consummation thereof Persons owning voting stock representing in the aggregate a
majority of the total voting power of the voting stock of Parent immediately
prior to such consummation do not own voting stock representing a majority of
the total voting power of the voting stock of Parent or the surviving or
transferee Person; or (e) Parent shall adopt a plan of liquidation or plan of
dissolution or any such plan shall be approved by the stockholders of Parent.

                  "Chapter 11 Case" has the meaning set forth in the preamble of
this Agreement.

                  "Chattel Paper" means any Person's now owned or hereafter
acquired right, title and interest in respect of "chattel paper" as such term is
defined in the Code, including, without limitation, any tangible or electronic
chattel paper.

                  "Closing Date" means the date of the making of the initial
Advance and Term Loan (or other extension of credit) hereunder.

                  "Closing Date Business Plan" means the set of Projections of
Borrowers for the 3-year period following the Closing Date (on a year-by-year
basis, and for the 1-year period following the Closing Date, on a month-by-month
basis), in form and substance (including as to scope and underlying assumptions)
reasonably satisfactory to Agent in its Permitted Discretion.

                                       8
<PAGE>

                  "Code" means the New York Uniform Commercial Code, as in
effect from time to time.

                  "Collateral" means all of each Borrower's and each Guarantor's
now owned or hereafter acquired right, title, and interest in and to each of the
following:

                  (a)      Accounts,

                  (b)      Books,

                  (c)      Chattel Paper,

                  (d)      Commercial Tort Claims,

                  (e)      Deposit Accounts,

                  (f)      Equipment,

                  (g)      General Intangibles,

                  (h)      Inventory,

                  (i)      Investment Property,

                  (j)      Negotiable Collateral,

                  (k)      Real Property Collateral,

                  (l)      Supporting Obligations,

                  (m)      money, cash, Cash Equivalents, or other assets of
each such Borrower or such Guarantor that now or hereafter come into the
possession, custody, or control of any member of the Lender Group,

                  (n)      the proceeds and products, whether tangible or
intangible, of any of the foregoing, including proceeds of insurance covering
any or all of the foregoing, and any and all Accounts, Books, Chattel Paper,
Deposit Accounts, Equipment, General Intangibles, Inventory, Investment
Property, Negotiable Collateral, Real Property, Supporting Obligations, money,
deposit accounts, or other tangible or intangible property resulting from the
sale, exchange, collection, or other disposition of any of the foregoing, or any
portion thereof or interest therein, and the proceeds thereof; and

                  (o)      to the extent not included in the foregoing, all
other personal property of Borrowers or Guarantors of any kind or description
(including, without limitation, with respect to either Canadian Guarantor, all
"personal property" (as defined in the PPSA) of such party and all "proceeds"
(as defined in the PPSA) thereof);

provided, however, that the Excluded Assets shall not be included in the
Collateral.

                                       9
<PAGE>

                  "Collateral Access Agreement" means a landlord waiver, bailee
waiver, mortgagee waiver, or acknowledgement of any lessor, warehouseman,
processor, mortgagee, assignee, or other Person in possession of, having a Lien
upon, or having rights or interests in, the Equipment or Inventory, in each case
in form and substance reasonably satisfactory to Agent.

                  "Collections" means all cash, checks, notes, instruments, and
other items of payment (including insurance proceeds, proceeds of cash sales,
rental proceeds, and tax refunds) of Borrowers.

                  "Commercial Tort Claims" means any Person's now owned or
hereafter acquired right, title and interest with respect to any "commercial
tort claim" as such term is defined in the Code, including, without limitation,
the PWC Litigation and other commercial tort claims listed on Schedule C-1.

                  "Commitment" means, with respect to each Lender, its Revolver
Commitment, its Term Loan Commitment or its Total Commitment, as the context
requires, and, with respect to all Lenders, their Revolver Commitments, their
Term Loan Commitments, or their Total Commitments, as the context requires, in
each case as such Dollar amounts are set forth beside such Lender's name under
the applicable heading on Schedule C-2 or on the signature page of the
Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder in accordance with the provisions of Section 14.1.

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit C-1 delivered by the chief financial officer of Parent to
Agent.

                  "Concentration Account" means account number 42-4903 of U-Haul
maintained at Bank One, Arizona or such other deposit account (located in the
United States) established by Borrower with the consent of Agent.

                  "Confirmation Date" means the date on which the Court entered
the Confirmation Order.

                  "Confirmation Order" has the meaning set forth in the recitals
of this Agreement.

                  "Consents" means, collectively, the written approval or
consent to the transactions contemplated by this Agreement and the Loan
Documents duly executed and delivered by each Person party to a Material
Contract whose consent to the transactions contemplated by this Agreement is
required by the terms of such agreement (other than such consents otherwise
provided for in the Reorganization Plan).

                  "Consolidated" means, with respect to Parent, the
consolidation of the income statement accounts of Parent's Subsidiaries with
those of Parent, all in accordance with GAAP, provided, that "consolidated" will
not include (a) the consolidation of the accounts of SAC Holding with the
accounts of Parent but for the inclusion of interest income earned on the Junior
Notes and management fees earned by U-Haul related to properties it manages that
are owned by SAC Holding; and (b) the consolidation of the accounts of the
Insurance Subsidiaries with the accounts of Parent but for the inclusion of
pre-tax net income earned by (or losses of) the Insurance Subsidiaries.

                                       10
<PAGE>

                  "Consolidated Cash Interest Expense" means, for any period,
the Consolidated Interest Expense of Parent paid in cash for such period
(including, without limitation, the Unused Line Fees, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capitalized Lease Obligations, commissions, discounts and other
fees and charges incurred in respect of a Letter of Credit or bankers'
acceptance financing and net payment pursuant to Hedge Agreements), provided
that Consolidated Cash Interest Expense shall exclude interest expense accrued
or capitalized during such period.

                  "Consolidated Charges" means, for any period, any
extraordinary and/or non-recurring Consolidated charges of Parent, representing
restructuring charges, payments to restructuring financial advisors and legal
counsel, non-cash impairment of asset charges and other non-cash write-offs that
were deducted in arriving at Consolidated Net Income; provided, however, (a) the
aggregate amount of Consolidated Charges calculated for the 3-month period
ending March 31, 2004 shall not exceed $75,000,000, (b) the aggregate amount of
Consolidated Charges calculated for the 3-month period ending June 30, 2004
shall not exceed $3,800,000, (c) the aggregate amount of Consolidated Charges
calculated for the 6-month period ending September 30, 2004 shall not exceed
$7,500,000, (d) the aggregate amount of Consolidated Charges calculated for the
9-month period ending December 31, 2004 shall not exceed $11,300,000, and (e)
the aggregate amount of Consolidated Charges calculated for the 12-month period
ending March 31, 2005 and as of the end of each fiscal quarter thereafter shall
not exceed $15,000,000.

                  "Consolidated EBITDA" means, for any period, the sum, without
duplication, of (i) Consolidated Net Income for such period; plus (ii)
Consolidated Interest Expense for such period; plus (iii) provision for
Consolidated taxes of Parent based on income or profits for such period (to the
extent such income or profits were included in computing the Consolidated Net
Income for such period); plus (iv) Consolidated depreciation, amortization and
other non-cash expense of Parent; plus (v) Consolidated Charges in each case
that were deducted in determining the Consolidated Net Income for such period;
minus (vi) pre-tax net income of the Insurance Subsidiaries; plus (vii) losses
of the Insurance Subsidiaries; minus (viii) gains from sales of any Real
Property; plus (ix) losses from sales of any Real Property minus (x) to the
extent the Synthetic Leases (including any refinancings, in whole or in part,
thereof), or any of them, are treated as Capital Leases in accordance with the
requirements of GAAP, the amounts of principal and interest due and paid under
such Synthetic Leases for such period, as such principal amounts are set forth
on Schedule 7.8(a).

                  "Consolidated Interest Expense" means, for any period, the
Consolidated interest expense of Parent for such period, whether paid, accrued
or capitalized (including, without limitation, amortization of original issue
discount, non-cash interest payments, Unused Line Fees, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capitalized Lease Obligations, commissions, discounts and other
fees and charges incurred in respect of a Letter of Credit or bankers'
acceptance financing and net payments pursuant to Hedge Agreements).

                  "Consolidated Net Income" means, for any period, the net
income of Parent for such period, determined in accordance with GAAP, provided
that such net income is calculated pursuant to the income statement presentation
set forth in the definition of "Consolidated".

                                       11
<PAGE>

                  "Continuing Director" means (a) any member of the Board of
Directors who was a director (or comparable manager) of Parent on the Closing
Date, and (b) any individual who becomes a member of the Board of Directors
after the Closing Date if such individual was appointed or nominated for
election to the Board of Directors by a majority of the Continuing Directors,
but excluding any such individual originally proposed for election in opposition
to the Board of Directors in office at the Closing Date in an actual or
threatened election contest relating to the election of the directors (or
comparable managers) of Parent (as such terms are used in Rule 14a-11 under the
Exchange Act) and whose initial assumption of office resulted from such contest
or the settlement thereof.

                  "Control Agreement" means a control agreement, in form and
substance reasonably satisfactory to Agent, executed and delivered from time to
time by Administrative Borrower or one of its Subsidiaries, Agent, and the
applicable securities intermediary with respect to a Securities Account or a
bank with respect to a Deposit Account.

                  "Copyright Security Agreement" means that certain copyright
security agreement executed and delivered by all Borrowers and Guarantors that
own copyrights as of the Closing Date, and Agent, the form and substance of
which are reasonably satisfactory to Agent.

                  "Court" has the meaning set forth in the recitals of this
Agreement.

                  "Credit Card Agreements" means those certain agreements
between Agent and the credit card processors of Borrowers or Guarantors
delivered from time to time pursuant to which such credit card processors agree
to transfer on a daily basis all credit card receipts of Borrowers or
Guarantors, as applicable, into the Concentration Account or other Cash
Management Account acceptable to Agent.

                  "Daily Balance" means, with respect to any Obligation and each
day during the term of this Agreement, the amount of such Obligation owed at the
end of such day.

                  "DDA" means any checking or other demand deposit account
maintained by any Borrower.

                  "Dealer List" has the meaning set forth in Section 6.2(d).

                  "Dealership Contract" means a U-Haul dealership contract
between a Subsidiary of U-Haul, on the one hand, and a U-Haul Dealer, on the
other hand.

                  "Debtors" has the meaning set forth in the recitals of this
Agreement.

                  "Default" means an event, condition, or default that, with the
giving of notice, the passage of time, or both, would be an Event of Default.

                  "Default Rate" has the meaning set forth in Section 2.6(c)(i).

                  "Defaulting Lender" means any Lender that fails to make any
Advance (or other extension of credit) that it is required to make hereunder on
the date that it is required to do so hereunder.

                                       12
<PAGE>

                  "Defaulting Lender Rate" means (a) the Base Rate for the first
3 days from and after the date the relevant payment is due, and (b) thereafter,
at the interest rate then applicable to Advances that are Base Rate Loans
(inclusive of the Applicable Margin) applicable thereto.

                  "Deposit Accounts" means any Person's now owned or hereafter
acquired right, title and interest with respect to any "deposit account" as such
term is defined in the Code, including, without limitation, any DDAs.

                  "Designated Account" means that certain DDA of Administrative
Borrower identified on Schedule D-1.

                  "Designated Account Bank" means the designated institution
that has been designated as such on Schedule D-1 or has otherwise been
designated as such, in writing, by Administrative Borrower to Agent.

                  "DIP Lender" has the meaning set forth in the recitals of this
Agreement.

                  "DIP Loan Agreement" has the meaning set forth in the recitals
of this Agreement.

                  "DIP Obligations" means, as of any date of determination, all
Obligations (as defined in the DIP Loan Agreement) outstanding under the DIP
Loan Agreement, including any Advances (as defined in the DIP Loan Agreement)
outstanding (including, without limitation, the face amount of any outstanding
Letter of Credit issued pursuant to the DIP Loan Agreement), the Term Loan (as
defined in the DIP Loan Agreement), and accrued interest, fees and other charges
payable thereunder.

                  "Disbursement Letter" means an instructional letter executed
and delivered by Administrative Borrower to Agent regarding the initial
extensions of credit to be made on the Closing Date, the form and substance of
which are reasonably satisfactory to Agent.

                  "Dollars" or "$" means United States dollars.

                  "Dormant Subsidiaries" means, collectively, EJOS, Inc., an
Arizona corporation, Japal, Inc., a Nevada corporation, M.V.S., Inc., a Nevada
corporation, Pafran, Inc., a Nevada corporation, Sophmar, Inc., a Nevada
corporation, and Picacho Peak Investments Co., a Nevada corporation.

                  "Due Diligence Letter" means the due diligence letter sent by
Agent's counsel to Administrative Borrower, together with Administrative
Borrower's completed responses to the inquiries set forth therein, the form and
substance of such responses to be reasonably satisfactory to Agent.

                  "ECF Carry Forward Amount" means, at any time of
determination, (a)(i) as of the Closing Date through September 30, 2004,
$3,335,000, (ii) as of October 1, 2004 through March 30, 2005, 50% of Borrowers'
Excess Cash Flow (whether positive or negative) for the period commencing on
April 1, 2004 and ending on September 30, 2004, based on unaudited financial
statements provided to Agent pursuant to Section 6.3(a), or (iii) as of March
31, 2005

                                       13
<PAGE>

and at all times thereafter, 50% of Borrowers' Excess Cash Flow for the fiscal
year ending March 31, 2005 (whether positive or negative), based on the audited
financial statements provided to Agent pursuant to Section 6.3(b), plus
Borrowers' Excess Cash Flow for each fiscal year thereafter (to the extent
positive) for which audited financial statements have been provided to Agent
pursuant to Section 6.3(b), minus (b) the sum of (i) the aggregate amount of
dividends paid in arrears on account of the preferred stock of Parent on or
after January 1, 2004 made from Borrowers' Excess Cash Flow pursuant to clause
(c) of Section 7.11, (ii) the aggregate amount of prepayments of the principal
amount of the Indebtedness under the New AMERCO Notes, the Term B Notes made
from Borrowers' Excess Cash Flow after the Closing Date pursuant to clause (2)
of Section 7.8(a)(v), and (iii) the aggregate amount of prepayments of the
principal amount of the Indebtedness under the Synthetic Leases made from
Borrowers' Excess Cash Flow after the Closing Date pursuant to clause (3) of
Section 7.8(a)(vi), in each case on a cumulative basis.

                  "Effective Date" has the meaning set forth in the
Reorganization Plan.

                  "Eligible Transferee" means (a) a commercial bank organized
under the laws of the United States, or any state thereof, and having total
assets in excess of $250,000,000, (b) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development or a political subdivision of any such country and
which has total assets in excess of $250,000,000, provided that such bank is
acting through a branch or agency located in the United States, (c) a finance
company, insurance company, or other financial institution or fund that is
engaged in making, purchasing, or otherwise investing in commercial loans in the
ordinary course of its business and having (together with its Affiliates) total
assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of
a Lender that was party hereto as of the Closing Date, including, without
limitation, a fund or account managed or administered by such Lender or an
Affiliate of such Lender or its investment manager or administrator (a "Related
Fund"), (e) the Persons required to become Lenders hereunder by the terms of the
Reorganization Plan, (f) so long as no Event of Default has occurred and is
continuing, any other Person approved by Agent and Administrative Borrower
(which approval of Administrative Borrower shall not be unreasonably withheld,
delayed or conditioned), and (g) during the continuation of an Event of Default,
any other Person approved by Agent.

                  "Enforcement Event" means the exercise by Agent of any
remedies under Section 9.1 hereof during the continuation of any Event of
Default.

                  "Environmental Actions" means any complaint, summons,
citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other communication from any
Governmental Authority, or any third party involving violations of Environmental
Laws or releases of Hazardous Materials from (a) any assets, properties, or
businesses of any Borrower or any predecessor in interest, (b) from adjoining
properties or businesses, or (c) from or onto any facilities which received
Hazardous Materials generated by any Borrower or any predecessor in interest.

                                       14
<PAGE>

                  "Environmental Indemnity Agreements" means, collectively,
those certain environmental indemnity agreements executed and delivered by
Borrowers and Guarantors in favor of Agent, in form and substance reasonably
satisfactory to Agent.

                  "Environmental Law" means any applicable federal, state,
provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy, or
rule of common law now or hereafter in effect and in each case as amended, or
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, to the extent binding on
Borrowers, relating to the environment, employee health and safety, or Hazardous
Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section
2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of
1990, 33 U.S.C. Section 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Hazardous
Material Transportation Act, 49 U.S.C. Section 1801 et seq.; and the
Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. (to the extent
it regulates occupational exposure to Hazardous Materials); any state and local
or foreign counterparts or equivalents, in each case as amended from time to
time.

                  "Environmental Liabilities and Costs" means all liabilities,
monetary obligations, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts, or consultants
and costs of investigation and feasibility studies), fines, penalties,
sanctions, and interest incurred as a result of any claim or demand by any
Governmental Authority or any third party, and which relate to any Environmental
Action.

                  "Environmental Lien" means any Lien in favor of any
Governmental Authority for Environmental Liabilities and Costs.

                  "Environmental Remediation Reserve" means a reserve against
Availability, in an amount determined by Agent upon consultation with its
environmental experts, with respect to environmental remediation costs for
certain of the Real Property Collateral, as the amount of such reserve may
increase or decrease from time to time in Agent's Permitted Discretion;
provided, however, the amount of such reserve established by Agent as of the
Closing Date may only (a) increase (i) upon the discovery of any fact or the
change of any circumstances after the Closing Date that Agent determines in its
Permitted Discretion may result in a material increase in Borrowers'
environmental liability and (ii) upon prior consultation with Borrowers, or (b)
decrease (i) if, in Agent's Permitted Discretion, Borrowers present substantive
evidence indicating a reduction in Borrowers' environmental liability and (ii)
upon the consent of the Required Lenders.

                  "Equipment" means any Person's now owned or hereafter acquired
right, title, and interest with respect to equipment, machinery, machine tools,
motors, furniture, furnishings, fixtures, Vehicles, tools, parts, goods (other
than consumer goods, farm products, or Inventory), wherever located, including
all attachments, accessories, accessions, replacements, substitutions,
additions, and improvements to any of the foregoing.

                                       15
<PAGE>

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute thereto.

                  "ERISA Affiliate" means (a) any Person subject to ERISA whose
employees are treated as employed by the same employer as the employees of a
Borrower or a Subsidiary of a Borrower under IRC Section 414(b), (b) any trade
or business subject to ERISA whose employees are treated as employed by the same
employer as the employees of a Borrower or a Subsidiary of a Borrower under IRC
Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412
of the IRC, any organization subject to ERISA that is a member of an affiliated
service group of which a Borrower or a Subsidiary of a Borrower is a member
under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and
Section 412 of the IRC, any Person subject to ERISA that is a party to an
arrangement with a Borrower or a Subsidiary of a Borrower and whose employees
are aggregated with the employees of a Borrower or a Subsidiary of a Borrower
under IRC Section 414(o).

                  "ERISA Event" means (a) a Reportable Event with respect to any
Benefit Plan or Multiemployer Plan, (b) the withdrawal of any Borrower, any of
any Borrower's Subsidiaries or ERISA Affiliates from a Benefit Plan during a
plan year in which it was a "substantial employer" (as defined in Section
4001(a)(2) of ERISA), (c) with respect to any Benefit Plan, the providing of
notice of intent to terminate a Benefit Plan in a distress termination (as
described in Section 4041(c) of ERISA), (d) the institution by the PBGC of
proceedings to terminate a Benefit Plan or Multiemployer Plan, (e) any event or
condition (i) that provides a basis under Section 4042(a)(1), (2) or (3) of
ERISA for the termination of, or the appointment of a trustee to administer, any
Benefit Plan or Multiemployer Plan, or (ii) that may result in termination of a
Multiemployer Plan pursuant to Section 4041A of ERISA, (f) the partial or
complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of
Borrower, any of Borrower's Subsidiaries or ERISA Affiliates from a
Multiemployer Plan, or (g) providing any security to any plan under Section
401(a)(29) of the IRC by any Borrower or any of its Subsidiaries or any of their
ERISA Affiliates.

                  "Event of Default" has the meaning set forth in Section 8.

                  "Excess Availability" means the amount, as of the date any
determination thereof is to be made, equal to the difference between (a) the
lesser of (i) the Borrowing Base or (ii) the sum of (1) the Maximum Revolver
Amount plus (2) the Term Loan Amount, and (b) the Obligations then outstanding.

                  "Excess Availability Test" means, at the time of payment of
any Indebtedness under the New AMERCO Notes or the Term B Notes pursuant to
Section 7.8(a)(v)(2) or at the time of declaration or payment of any dividend or
dividend in arrears pursuant to Section 7.11(b) or Section 7.11(c),
respectively, (a) Borrowers' Excess Availability plus Qualified Cash (as
reported by Borrowers pursuant to Section 6.2(a)) exceeds (i) $35,000,000 plus
(ii) the amount of such dividend or debt payment as of the date of such payment
and as of the month end for each of the preceding consecutive 12 fiscal months
immediately preceding such payment date, and (b) after giving effect to such
payment, Borrowers' Excess Availability plus Qualified Cash, as reflected in the
Projections most recently delivered to Agent pursuant to Section 6.3(c), is

                                       16
<PAGE>

projected to exceed $35,000,000 for the month end of each of the 12 fiscal
months immediately succeeding such payment date.

                  "Excess Cash Flow" means, for the fiscal year most recently
ended prior to any determination date and based upon the audited financial
statements delivered by Borrowers pursuant to Section 6.3(b), (a) Consolidated
EBITDA, minus (b) the sum of (i) Consolidated Cash Interest Expense, plus (ii)
Capital Expenditures permitted hereunder, plus (iii) payments of the principal
amount of Funded Debt (other than Advances and prepayments of the Term Loan B
Notes and the New AMERCO Notes paid from Borrowers' Excess Cash Flow pursuant to
clause (2) of Section 7.8(a)(v) hereof) paid during such period and other
permitted debt service payments made, plus (v) federal, state and local income
taxes paid in cash, minus (c) the aggregate amount of dividends paid on account
of the Stock of Parent during such fiscal year pursuant to clause (b) of Section
7.11.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
in effect from time to time.

                  "Excluded Assets" means (a) the Synthetic Leases, and the
Synthetic Lease Collateral, (b) the Junior Notes and the interest accrued
thereon, and proceeds received from the monetization of Junior Notes, (c) all
Real Property set forth on Schedule E-1 under contract of sale as of the Closing
Date and proceeds received from any such sale, (d) all Real Property subject to
a first priority Lien of Oxford as of the Closing Date, as set forth on Schedule
E-1, (e) all Real Property designated as "Surplus Real Property" as of the
Closing Date, as set forth on Schedule E-1 and any proceeds received from any
sale of such Real Property, (f) Parent's Stock of the Insurance Subsidiaries and
the proceeds received from the monetization of such Stock, (g) proceeds in
excess of $50,000,000 from any settlement, judgment or other recovery from the
PWC Litigation, (h) Vehicles (including any tow dolly or auto transport) that,
as of the Closing Date are or thereafter become, and remain subject to, a TRAC
Lease Transaction and proceeds from the sale of such Vehicles to the extent no
Loan Party has any rights to or interest in such proceeds, except to the extent
such Vehicles become subject to the Agent's Liens pursuant to Section 7.4
hereof, (i) Vehicles (including any tow dolly or auto transport) that become and
remain subject to the PMCC Leveraged Lease and proceeds from the sale of such
Vehicles to the extent no Loan Party has any rights to or interest in such
proceeds, and (j) the cash collateral accounts set forth on Schedule 2.7(e).
With respect to the Excluded Assets set forth in clause (g) above, it is hereby
acknowledged and agreed that attorneys' fees and costs, court costs, expert
witness fees and expenses and other similar costs and expenses paid or payable
by Parent with respect to the PWC Litigation or any current or future taxes paid
or payable by Parent with respect to settlement payments or damage awards (after
taking into account any available tax credits or deductions and any tax sharing
arrangements) with respect to the PWC Litigation shall not be deducted from or
otherwise offset against Agent's Collateral.

                  "Executive Order No. 13224" means Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

                  "Fair Market Valuation" means the most recent fair market
valuation acceptable to the Lender Group (and determined at the direction or
request of Agent or the Lender Group by

                                       17
<PAGE>

a third party appraiser acceptable to the Lender Group) of the Real Property
Collateral acceptable to Agent which is subject to a valid and perfected first
priority Agent's Lien, subject only to Permitted Liens of the type described in
clauses (b), (f), (j), (k), (l) and (n) of the definition thereof.

                  "Family Member" means, with respect to any individual, the
spouse and lineal descendants (including children and grandchildren by adoption)
of such individual, the spouses of each such lineal descendants, and the lineal
descendants of such Persons.

                  "Family Trusts" means, with respect to any individual, any
trusts, limited partnerships or other entities established for the primary
benefit of, the executor or administrator of the estate of, or other legal
representative of, such individual.

                  "Fee Letter" means that certain fee letter, dated as of even
date herewith, between Borrowers and Agent, in form and substance reasonably
satisfactory to Agent.

                  "FEIN" means Federal Employer Identification Number.

                  "FIRREA" means Financial Institutions Reform, Recovery and
Enforcement Act, as in effect from time to time.

                  "Fonde de pouvoir" has the meaning set forth in Section 16.21.

                  "Foothill" means Wells Fargo Foothill, Inc., a California
corporation.

                  "Funded Debt" means without double-counting, with respect to
Parent on a Consolidated basis, as of any date of determination, all obligations
of the type described in clauses (a) through (c) and clause (e) of the
definition of "Indebtedness" set forth in Section 1.1 hereof and clause (f) of
such definition with respect to any guaranty of any of the foregoing, and
specifically including, without limitation, the amount of outstanding
Obligations hereunder.

                  "Funding Date" means the date on which a Borrowing occurs.

                  "Funding Losses" has the meaning set forth in Section
2.13(b)(ii).

                  "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States, consistently applied.

                  "General Intangibles" means any Person's now owned or
hereafter acquired right, title, and interest with respect to general
intangibles (as that term is defined in the Code), including payment
intangibles, contract rights, rights to payment, rights arising under common
law, statutes, or regulations, choses or things in action, goodwill, patents,
trade names, trademarks, servicemarks, copyrights, blueprints, drawings,
purchase orders, customer lists, monies due or recoverable from pension funds,
route lists, rights to payment and other rights under any royalty or licensing
agreements, infringement claims, computer programs, information contained on
computer disks or tapes, software, literature, reports, catalogs, pension plan
refunds, pension plan refund claims, insurance premium rebates, tax refunds, and
tax refund claims, and any and all Supporting Obligations in respect thereof,
and any other personal

                                       18
<PAGE>

property other than goods, money, Accounts, Chattel Paper, Commercial Tort
Claims, Deposit Accounts, Investment Property, and Negotiable Collateral.

                  "Governing Documents" means, with respect to any Person, the
certificate or articles of incorporation, bylaws, or other organizational
documents of such Person.

                  "Governmental Authority" means any federal (including the
federal government of Canada), state, provincial, local, or other governmental
or administrative body, instrumentality, department, or agency or any court,
tribunal, administrative hearing body, arbitration panel, commission, or other
similar dispute-resolving panel or body.

                  "Guarantor" and "Guarantors" means all direct and indirect
Subsidiaries of Parent that are not a party to this Agreement, except for the
Insurance Subsidiaries, any Subsidiary formed under the laws of a jurisdiction
outside of the United States and Canada, Storage Realty, L.L.C., a Texas limited
liability company, INW, and the Dormant Subsidiaries. For the avoidance of
doubt, SAC Holding shall not be a Guarantor under this Agreement. As of the
Closing Date, all Guarantors are listed on Schedule G-1.

                  "Guarantor Security Agreement" means, collectively, one or
more security agreements, hypothecs or other similar agreements executed and
delivered by Guarantors and Agent, the form and substance of which are
reasonably satisfactory to Agent.

                  "Guaranty" means, collectively, one or more general continuing
guaranty agreements executed and delivered by Guarantors in favor of Agent, in
form and substance reasonably satisfactory to Agent.

                  "Hazardous Materials" means (a) substances that are defined or
listed in, or otherwise classified pursuant to, any Applicable Laws or
regulations as "hazardous substances," "hazardous materials," "hazardous
wastes," "toxic substances," or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP
toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any flammable substances or explosives
or any radioactive materials, and (d) asbestos in any form or electrical
equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million.

                  "Hedge Agreement" means any and all agreements or documents
now existing or hereafter entered into by Administrative Borrower or its
Subsidiaries that provide for an interest rate, credit, commodity or equity
swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with
respect to, these or similar transactions, for the purpose of hedging
Administrative Borrower's or its Subsidiaries' exposure to fluctuations in
interest or exchange rates, loan, credit exchange, security or currency
valuations or commodity prices.

                  "Holdout Lender" has the meaning set forth in Section 15.2.

                                       19
<PAGE>

                  "Indebtedness" means (a) all obligations for borrowed money,
(b) all obligations evidenced by bonds, debentures, notes, or other similar
instruments and all reimbursement or other obligations in respect of letters of
credit, bankers acceptances, interest rate swaps, or other financial products,
(c) all obligations as a lessee under Capital Leases, (d) all obligations or
liabilities of others secured by a Lien on any asset of a Person or its
Subsidiaries, irrespective of whether such obligation or liability is assumed,
(e) all obligations to pay the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business and repayable in
accordance with customary trade practices), and (f) any obligation guaranteeing
or intended to guarantee (whether directly or indirectly guaranteed, endorsed,
co-made, discounted, or sold with recourse) any obligation of any other Person
that constitutes Indebtedness under any of clauses (a) through (e) above.

                  "Indemnified Liabilities" has the meaning set forth in Section
11.3.

                  "Indemnified Person" has the meaning set forth in Section
11.3.

                  "Insolvency Proceeding" means any proceeding commenced by or
against any Person under any provision of the Bankruptcy Code or under any other
state, provincial or federal (including the federal laws of Canada) bankruptcy
or insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings
seeking reorganization, arrangement, or other similar relief.

                  "Insurance Subsidiaries" means, collectively, Oxford and
RepWest.

                  "Intangible Assets" means, with respect to any Person, that
portion of the book value of all of such Person's assets that would be treated
as intangibles under GAAP.

                  "Interest Period" means, with respect to each LIBOR Rate Loan,
a period commencing on the date of the making of such LIBOR Rate Loan (or the
continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a
LIBOR Rate Loan) and ending 1, 2, 3, or 6 months thereafter; provided, however,
that (a) if any Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended (subject to clauses (c) through (e)
below) to the next succeeding Business Day, (b) interest shall accrue at the
applicable rate based upon the LIBOR Rate from and including the first day of
each Interest Period to, but excluding, the day on which any Interest Period
expires, (c) any Interest Period that would end on a day that is not a Business
Day shall be extended to the next succeeding Business Day unless such Business
Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day, (d) with respect to an Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period), the Interest Period shall end on the last Business Day of
the calendar month that is 1, 2, 3, or 6 months after the date on which the
Interest Period began, as applicable, and (e) Borrowers (or Administrative
Borrower on behalf thereof) may not elect an Interest Period which will end
after the Maturity Date.

                  "IntraLinks" means IntraLinks, Inc. or any other digital
workspace provider selected by Agent from time to time after notice to
Administrative Borrower.

                                       20
<PAGE>

                  "Inventory" means any Person's now owned or hereafter acquired
right, title, and interest with respect to inventory, including goods held for
sale or lease or to be furnished under a contract of service, goods that are
leased by such Person as lessor, goods that are furnished by such Person under a
contract of service, and raw materials, work in process, or materials used or
consumed in such Person's business, including, without limitation, supplies and
embedded software.

                  "Investment" means, with respect to any Person, any investment
by such Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, or capital contributions (excluding (a) commission,
travel, and similar advances to officers and employees of such Person made in
the ordinary course of business, and (b) bona fide Accounts arising in the
ordinary course of business consistent with past practices), purchases or other
acquisitions for consideration of Indebtedness or Stock, and any other items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  "Investment Property" means any Person's now owned or
hereafter acquired right, title, and interest with respect to "investment
property" as that term is defined in the Code, and any and all Supporting
Obligations in respect thereof.

                  "INW" means INW Company, a Washington corporation.

                  "IRC" means the Internal Revenue Code of 1986, as in effect
from time to time.

                  "IRS" means the Internal Revenue Service of the United States
and any successor thereto.

                  "Issuing Lender" means Foothill or any other Lender that, at
the request of Administrative Borrower and with the consent of Agent agrees, in
such Lender's sole discretion, to become an Issuing Lender for the purpose of
issuing L/Cs or L/C Undertakings pursuant to Section 2.12.

                  "JPMorgan" means JPMorganChase Bank, as Administrative Agent
for the Lenders under that certain 3-Year Credit Agreement dated as of June 28,
2002.

                  "Junior Notes" means those promissory notes issued by SAC
Holding to Nationwide Commercial Co., an Arizona corporation, U-Haul and Oxford
prior to Parent Relief Date, as amended and restated as of the Closing Date.

                  "L/C" has the meaning set forth in Section 2.12(a).

                  "L/C Disbursement" means a payment made by the Issuing Lender
pursuant to a Letter of Credit.

                  "L/C Undertaking" has the meaning set forth in Section
2.12(a).

                  "Lender" and "Lenders" have the respective meanings set forth
in the preamble to this Agreement, and shall include any other Person made a
party to this Agreement in accordance with the provisions of Section 14.1.

                                       21
<PAGE>

                  "Lender Group" means, individually and collectively, each of
the Lenders (including the Issuing Lender) and Agent.

                  "Lender Group Expenses" means all (a) costs or expenses
(including taxes, mortgage recording taxes, and insurance premiums) required to
be paid by a Borrower or its Subsidiaries under any of the Loan Documents that
are paid or incurred by the Lender Group, (b) out of pocket fees or charges
paid, advanced or incurred by Agent in connection with the Lender Group's
transactions with Borrowers or their Subsidiaries, including, fees or charges
for photocopying, notarization, couriers and messengers, telecommunication,
public record searches (including tax lien, litigation, and Uniform Commercial
Code searches and including searches with the patent and trademark office, the
copyright office, or the department of motor vehicles), filing, recording,
publication, IntraLinks, appraisal (including periodic Collateral appraisals and
business valuations) to the extent of the fees and charges (and up to the amount
of any limitation) contained in this Agreement, real estate surveys, real estate
title policies and endorsements, environmental audits, and other amounts payable
in connection with any Mortgage, (c) costs and expenses in the disbursement of
funds to or for the account of Borrowers or other members of the Lender Group
(by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting
from the dishonor of checks, (e) reasonable costs and expenses paid or incurred
by the Lender Group to correct any default or enforce any provision of the Loan
Documents, or in gaining possession of, maintaining, handling, preserving,
storing, shipping, selling, preparing for sale, or advertising to sell the
Collateral, or any portion thereof, irrespective of whether a sale is
consummated, (f) audit fees and expenses of Agent related to audit examinations
of the Loan Parties' Books to the extent of the fees and charges (and up to the
amount of any limitation) contained in this Agreement, (g) reasonable costs and
expenses of third party claims or any other suit paid or incurred by the Lender
Group, in either case in connection with enforcing or defending the Loan
Documents or in connection with the transactions contemplated by the Loan
Documents or the Lender Group's relationship with any Borrower or any Subsidiary
of a Borrower, (h) Agent's and, during the occurrence of an Event of Default,
each Lender's reasonable fees and expenses (including attorneys' fees) incurred
in advising, structuring, drafting, reviewing, administering, syndicating or
amending the Loan Documents, and (i) Agent's and each Lender's reasonable fees
and expenses (including attorneys', accountants', consultants', and other
advisors' fees and expenses) incurred in terminating, enforcing (including
attorneys' accountants', consultants', and other advisors' fees and expenses
incurred in connection with any "workout," "restructuring," or any other
Insolvency Proceeding concerning any Borrower or any Subsidiary or in exercising
rights or remedies under the Loan Documents), or defending the Loan Documents,
irrespective of whether suit is brought, or in taking any Remedial Action
concerning the Collateral.

                  "Lender-Related Person" means, with respect to any Lender,
such Lender, together with such Lender's Affiliates, and the officers,
directors, employees, attorneys and agents of such Lender.

                  "Letter of Credit" means an L/C or an L/C Undertaking, as the
context requires.

                  "Letter of Credit Fee" has the meaning set forth in Section
2.6(b).

                                       22
<PAGE>

                  "Letter of Credit Usage" means, as of any date of
determination, the aggregate undrawn amount of all outstanding Letters of Credit
plus 100% of the amount of outstanding time drafts accepted by an Underlying
Issuer as a result of drawings under Underlying Letters of Credit.

                  "LIBOR Deadline" has the meaning set forth in Section
2.13(b)(i).

                  "LIBOR Notice" means a written notice in the form of Exhibit
L-1.

                  "LIBOR Option" has the meaning set forth in Section 2.13(a).

                  "LIBOR Rate" means, for each Interest Period for each LIBOR
Rate Loan, the rate per annum determined by Agent (rounded upwards, if
necessary, to the next 1/16%) by dividing (a) the Base LIBOR Rate for such
Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall
be adjusted on and as of the effective day of any change in the Reserve
Percentage, but in any event the LIBOR Rate shall not be less than 1.00% per
annum.

                  "LIBOR Rate Loan" means each portion of an Advance or the Term
Loan that bears interest at a rate determined by reference to the LIBOR Rate.

                  "Lien" means any interest in an asset securing an obligation
owed to, or a claim by, any Person other than the owner of the asset,
irrespective of whether (a) such interest shall be based on the common law,
statute, or contract, (b) such interest shall be recorded or perfected, and (c)
such interest shall be contingent upon the occurrence of some future event or
events or the existence of some future circumstance or circumstances. Without
limiting the generality of the foregoing, the term "Lien" includes the lien,
security interest or hypothec arising from a mortgage, deed of trust,
encumbrance, pledge, hypothecation, assignment, deposit arrangement, security
agreement, conditional sale or trust receipt, or from a lease, consignment, or
bailment for security purposes and also including reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases, and other title exceptions and encumbrances affecting Real Property.

                  "Loan Account" has the meaning set forth in Section 2.10.

                  "Loan Documents" means this Agreement (together with all
exhibits and schedules hereto), the Agency Letter, the Cash Management
Agreements, the Collateral Access Agreements, the Confirmation Order, the
Consents, the Control Agreements, the Copyright Security Agreement, the Credit
Card Agreements, the Disbursement Letter, the Due Diligence Letter, the
Environmental Indemnity Agreements, the Fee Letter, the Guarantor Security
Agreement, the Guaranty, the Letters of Credit, the Mortgages, the Officers'
Certificate, the Patent and Trademark Security Agreement, the Quebec Security
Documents, the Release of Claims, the Stock Pledge Agreement, the Term Loan B
Intercreditor Agreement, any note or notes executed by a Borrower in connection
with this Agreement and payable to a member of the Lender Group, and any other
agreement entered into, now or in the future, by any Borrower or any Guarantor
in connection with this Agreement.

                                       23
<PAGE>

                  "Loan Party" means any Borrower or any Guarantor, and "Loan
Parties" means all Borrowers and all Guarantors.

                  "Loan Pledgee" has the meaning set forth in Section 14.1(j).

                  "Loan Pledgor" has the meaning set forth in Section 14.1(j).

                  "Major Space Leases" means lease agreements, other than lease
agreements covering all or a portion of Real Property subject to the Synthetic
Leases, pursuant to which the proposed demised premises exceeds 5,000 square
feet and the proposed term thereof, inclusive of all extensions and renewals,
exceeds 10 years.

                  "Management Agreements" means, collectively, those certain
property management agreements between Subsidiaries of U-Haul, on the one hand,
and any of SAC Holding or SSI, on the other hand.

                  "Material Adverse Change" means (a) a material adverse change
in the business, prospects, operations, results of operations, assets,
liabilities or condition (financial or otherwise) of Borrowers and their
Subsidiaries (other than the Insurance Subsidiaries) taken as a whole, (b) a
material impairment of a Borrower's or Subsidiary of a Borrower's ability to
perform its obligations under the Loan Documents to which it is a party or of
the Lender Group's ability to enforce the Obligations or realize upon the
Collateral, or (c) a material impairment of the enforceability or priority of
the Agent's Liens with respect to the Collateral as a result of an action or
failure to act on the part of a Borrower or a Subsidiary of a Borrower (other
than the Insurance Subsidiaries). For the avoidance of doubt, changes solely
affecting SAC Holding shall not constitute a Material Adverse Change.

                  "Material Contracts" means the agreements set forth on
Schedule M-1, which include each of the agreements (a) filed in connection with
any Loan Party's SEC Filings and in existence as of the Closing Date, (b)
executed in connection with the Reorganization Plan, and (c) those agreements to
which any Loan Party is a party and the loss or breach of which by such Loan
Party would result in a Material Adverse Change, as such agreements are in
existence on the Closing Date or as amended to the extent permitted hereunder.

                  "Maturity Date" has the meaning set forth in Section 3.4.

                  "Maximum Revolver Amount" means $200,000,000 (less the amount
of any reductions established by Agent pursuant to clause (h) of the definition
of Permitted Dispositions set forth herein).

                  "Mortgage Policy" has the meaning set forth in Section 3.1(s).

                  "Mortgages" means, individually and collectively, one or more
mortgages, hypothecs, deeds of trust, or deeds to secure debt, executed and
delivered by a Borrower or a Guarantor in favor of Agent or the Fonde de
pouvoir, in form and substance reasonably satisfactory to Agent, that encumber
the Real Property Collateral and the related improvements thereto.

                                       24
<PAGE>

                  "Multiemployer Plan" means a "multiemployer plan" (as defined
in Section 4001(a)(3) of ERISA) to which Parent, any of its Subsidiaries, or any
ERISA Affiliate has contributed, or was obligated to contribute, within the past
six (6) years.

                  "Negotiable Collateral" means any Person's now owned and
hereafter acquired right, title, and interest with respect to letters of credit,
letter of credit rights, instruments, promissory notes, drafts, and documents,
and any and all Supporting Obligations in respect thereof.

                  "Net Disposition" means the aggregate amount of Net Proceeds
received by a Loan Party from the disposition of any Equipment that is a capital
asset and any Real Property that constitutes an Excluded Asset during any
period.

                  "Net Proceeds" means, with respect to any asset disposition by
Parent or any Subsidiary of Parent or any proceeds from casualty insurance
received by Parent or any Subsidiary, the aggregate amount of cash or Cash
Equivalents received for such assets, net of (a) reasonable and customary
transaction costs and expenses, (b) transfer taxes (including sales and use
taxes), (c) amounts payable to holders of applicable Permitted Liens hereunder
to the extent that such Permitted Liens (other than the Synthetic Leases), if
any, are senior in priority to the Agent's Liens, (d) an appropriate reserve for
income taxes in accordance with GAAP, and (e) appropriate amounts to be provided
as a reserve against liabilities or otherwise held in escrow in association with
any such disposition, in each case clauses (a) through (e) to the extent the
amounts so deducted are properly attributable to such transaction and payable
(or reserved) by Parent or any Subsidiary of Parent in connection with such
disposition or loss, including without limitation reasonable and customary
commissions and underwriting discounts, to a Person that is not an Affiliate of
Parent or such Subsidiary.

                  "New AMERCO Note Accounts" means, collectively, the Restated
SAC Notes Escrow Account, the 3.08(b) Account and any other Deposit Account that
holds or otherwise constitutes the collateral securing the obligations under the
New AMERCO Note Documents.

                  "New AMERCO Note Documents" means, collectively, the New
AMERCO Note Indenture, the New AMERCO Notes and such other documents (in form
and substance acceptable to Agent) executed by Parent in connection therewith.

                  "New AMERCO Note Indenture" means that certain Indenture with
respect to the issuance of the New AMERCO Notes, dated as of March 15, 2004,
among Parent, the guarantors listed on the signature pages thereto, and The Bank
of New York, as trustee, in form and substance acceptable to Agent (including,
without limitation, containing subordination provisions acceptable to Agent).

                  "New AMERCO Note Lenders" means those Persons that are
"Holders" under the New AMERCO Note Indenture.

                  "New AMERCO Notes" means the 12% Senior Secured Subordinated
Notes Due 2011 in the principal amount of $148,646,137 issued pursuant to the
New AMERCO Note Indenture.

                                       25
<PAGE>

                  "Obligations" means (a) all loans (including the Term Loan),
Advances, debts, principal, interest (including any interest that, but for the
provisions of the Bankruptcy Code, would have accrued), contingent reimbursement
obligations with respect to outstanding Letters of Credit, premiums, liabilities
(including all amounts charged to Borrowers' Loan Account pursuant hereto),
obligations (including indemnification obligations), fees (including the fees
provided for in the Fee Letter), charges, costs, Lender Group Expenses
(including any fees or expenses that, but for the provisions of the Bankruptcy
Code, would have accrued), lease payments, guaranties, covenants, and duties of
any kind and description owing by Borrowers to the Lender Group pursuant to or
evidenced by the Loan Documents and irrespective of whether for the payment of
money, whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, and including all interest not paid when due
and all Lender Group Expenses that Borrowers are required to pay or reimburse by
the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations.
Any reference in this Agreement or in the Loan Documents to the Obligations
shall include all amendments, changes, extensions, modifications, renewals
replacements, substitutions, and supplements, thereto and thereof, as
applicable, both prior and subsequent to any Insolvency Proceeding.

                  "OFAC" means the Office of Foreign Assets Control of the
United States Department of the Treasury.

                  "Officers' Certificate" means the representations and
warranties of officers form submitted by Agent to Administrative Borrower,
together with Administrative Borrower's completed responses to the inquiries set
forth therein, the form and substance of such responses to be reasonably
satisfactory to Agent.

                  "Organizational ID Number" means, with respect to any Person,
the organizational identification number assigned to such Person by the
applicable governmental unit or agency of the jurisdiction of organization or
formation of such Person.

                  "Originating Lender" has the meaning set forth in Section
14.1(e).

                  "Overadvance" has the meaning set forth in Section 2.5.

                  "Oxford" means Oxford Life Insurance Company, an Arizona
corporation, and its Subsidiaries, whether now existing or hereafter formed.

                  "Parent" has the meaning set forth in the preamble to this
Agreement.

                  "Parent Relief Date" means June 20, 2003.

                  "Participant" has the meaning set forth in Section 14.1(e).

                  "Participant Register" has the meaning set forth in Section
14.1(i).

                  "Patent and Trademark Security Agreement" means that certain
patent and trademark security agreement executed and delivered by all Borrowers
and Guarantors that own patent or trademarks as of the Closing Date, and Agent,
the form and substance of which are reasonably satisfactory to Agent.

                                       26
<PAGE>

                  "PBGC" means the Pension Benefit Guaranty Corporation as
defined in Title IV of ERISA, or any successor thereto.

                  "Permitted Discretion" means a determination made in good
faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.

                  "Permitted Dispositions" means (a) sales or other dispositions
by Borrowers or their Subsidiaries of Equipment that is substantially worn,
damaged, or obsolete in the ordinary course of business, as determined by
Borrowers or their Subsidiaries, as the case may be, (b) the use or transfer of
money or Cash Equivalents by Borrowers or their Subsidiaries in a manner that is
not prohibited by the terms of this Agreement or the other Loan Documents, (c)
the licensing by Borrowers or their Subsidiaries, on a non-exclusive basis, of
patents, trademarks, copyrights, and other intellectual property rights in the
ordinary course of business, (d) conveyances, sales, assignments, leases,
transfers or dispositions of any Excluded Asset, (e) leases and licenses of
self-storage units to customers in the ordinary course of business, (f) the
granting of billboard and cell tower leases on any Real Property, (g) the
granting of space leases in the ordinary course of business that do not
constitute Major Space Leases, unless otherwise consented to by the Agent, (h)
dispositions of Real Property or any part thereof required in connection with
condemnations or takings, or dispositions in lieu thereof, where the
compensation paid on account thereof is immediately remitted by Borrowers to
Agent; provided Agent may, in its Permitted Discretion, on a pro rata basis,
reduce the Maximum Revolver Amount and require the repayment of the Term Loan by
an amount up to the fair market value of the Real Property subject to such
condemnation or taking, (i) so long as no Event of Default has occurred and is
continuing, dispositions of box-trucks, cargo vans and pickup trucks in the
ordinary course of Administrative Borrower's and U-Haul's fleet rotation
program, so long as the aggregate net book value of box-trucks, cargo vans and
pickup trucks subject to Agent's Liens does not decrease by more than (i)
$40,000,000 in any of (A) the first fiscal quarter after the Closing Date (to be
tested as of the end of such period), (B) the first two fiscal quarters after
the Closing Date (to be tested as of the end of such period), (C) the first
three fiscal quarters after the Closing Date (to be tested as of the end of such
period), or (D) each 12-month period thereafter (to be tested as of the end of
each fiscal quarter), or (ii) $160,000,000 in the aggregate after the Closing
Date, (j) the granting of Permitted Easements, (k) so long as no Event of
Default has occurred and is then continuing, the sale in the ordinary course of
business of Vehicles acquired within the previous 130 days in connection with a
TRAC Lease Transaction to the extent the obligations thereunder are permitted by
this Agreement, (l) the sale, disposition or replacement of Vehicles exchanged
in connection with the PMCC Like Kind Exchange Lease, (m) sales or other
dispositions set forth in the Reorganization Plan and approved in the
Confirmation Order, (n) the sale of that certain portion of the parcel of Real
Property Collateral located at 471 South Road, Poughkeepsie, New York that is
subject to the lease purchase option exercised prior to the Closing Date, (o) so
long as no Event of Default shall be caused thereby, other dispositions of Real
Property Collateral with a Fair Market Valuation in an aggregate amount not to
exceed either (i) $10,000,000 during any fiscal year or (ii) $35,000,000 in
total after the Closing Date, unless otherwise consented to by the Required
Lenders; provided, however, the sale or other disposition of any parcel of Real
Property Collateral (x) shall result in a Loan Party receiving proceeds in an
amount of not less than 80% of the Fair Market Valuation of such Real Property
Collateral, and (y) with an appraised Fair Market Valuation exceeding $7,000,000
shall not constitute a Permitted Disposition, unless consented to by the
Required Lenders, and (p) leases

                                       27
<PAGE>

and licenses of any portion of the Real Property subject to the Synthetic Leases
to tenants in the ordinary course of business.

                  "Permitted Easements" means (a) easements, licenses,
rights-of-way and other rights and privileges in the nature of easements
reasonably necessary or desirable for the use, repair, or maintenance of any
Real Property as herein provided and (b) if required by applicable Governmental
Authority, the dedication or transfer of unimproved portions of any Real
Property for road, highway or other public purposes; so long as, in each case
(other than with respect to Real Property subject to the Synthetic Leases) (i)
such grant, dedication or transfer does not materially impair the value or
remaining useful life of the applicable Real Property or the fair market value
of such Real Property or materially impair or interfere with the use or
operations thereof, (ii) such grant, dedication or transfer, in Administrative
Borrower's business judgment, is reasonably necessary in connection with the
use, maintenance, alteration or improvement of the applicable Real Property and
(iii) such grant, dedication or transfer will not cause the applicable Real
Property or any portion thereof to fail to comply with the provisions of the
Loan Documents and all Applicable Law.

                  "Permitted Holder" means Edward J. Shoen, Mark V. Shoen, James
P. Shoen, and their Family Members, and their Family Trusts.

                  "Permitted Investments" means (a) Investments in cash and Cash
Equivalents, (b) Investments in negotiable instruments for collection, (c)
advances made in connection with purchases of goods or services in the ordinary
course of business, (d) Investments by any Loan Party in any other Loan Party;
provided, to the extent such Investment is in the form of Indebtedness, such
Indebtedness shall be unsecured and contractually subordinated to the
Obligations and, upon any such Loan Party ceasing to be a wholly-owned
Subsidiary of Parent or such Indebtedness being owed to any Person other than a
Loan Party, such Loan Party shall be deemed to have incurred Indebtedness not
permitted by this clause (d), (e) Investments by U-Haul and Nationwide
Commercial Co. evidenced by the Junior Notes not to exceed the principal amount
outstanding thereunder as of the Closing Date (except for increases in principal
resulting solely from the accrual of interest thereon), (f) payments by U-Haul
and its Subsidiaries of expenses on behalf of SAC Holdings pursuant to the
Management Agreements provided that all such expenses are promptly reimbursed by
the appropriate other parties to the Management Agreements, (g) Investments in
PMSR, PM Preferred or any of its or their Affiliates owned by Parent or any of
its Subsidiaries or SAC Holding solely to the extent required pursuant to
Parent's obligations under the Support Party Agreements, so long as (i) on the
date of such Investment, Borrowers' Excess Availability plus Qualified Cash (as
reported by Borrowers pursuant to Section 6.2(a)) exceeds (A) $35,000,000 plus
(B) the amount of such Investment, as of the date of such payment and as of the
end of the month for each of the preceding consecutive 12 fiscal months
immediately preceding such payment date, (ii) after giving effect to such
Investment, Borrowers' Excess Availability plus Qualified Cash, as reflected in
the Projections most recently delivered to Agent pursuant to Section 6.3(c) is
projected to exceed $35,000,000 as of the month end for each of the 12 fiscal
months immediately succeeding the date of such Investment for each of the 12
fiscal months, and (iii) no Event of Default has occurred and is continuing or
would result therefrom, (h) guarantees by Parent of the obligations of its
Subsidiaries that are Loan Parties to the extent such obligations are otherwise
permitted hereunder and are consistent with past practices, (i) payments by
U-Haul and its Subsidiaries in

                                       28
<PAGE>

the ordinary course of business and consistent with past practices of certain
ordinary course operating expenses on behalf of any U-Haul Dealer pursuant to a
Dealership Contract, provided that the applicable U-Haul Dealer reimburses
U-Haul and its Subsidiaries for all such expenses in accordance with the
provisions of the Dealership Contract, (j) Hedge Agreements, as permitted
hereunder, (k) Investments pursuant to that certain promissory note dated
February 12, 1997 from PMSR in favor of U-Haul in the original principal amount
of $10,000,000, with such Indebtedness of PMSR thereunder assumed by PMSI
Investors, LLC on or about November 30, 1999, and (l) other Investments in an
aggregate amount not to exceed $5,000,000 per year, unless otherwise consented
to by the Required Lenders.

                  "Permitted Liens" means (a) Liens held by Agent to secure the
Obligations, (b) Liens for unpaid taxes that (i) are not yet delinquent, or (ii)
are the subject of a Permitted Protest, (c) Liens set forth on Schedule P-1, (d)
(i) Liens on the Synthetic Lease Collateral arising under the Synthetic Leases
and the interests of lessors under operating leases, and (ii) the interests of
the lessor and indenture trustee under the PMCC Leveraged Lease, (e) purchase
money Liens or the interests of lessors in leased assets under Capital Leases to
the extent that such Liens or interests secure Purchase Money Indebtedness
permitted hereunder and so long as such Lien attaches only to the asset
purchased or acquired and the proceeds thereof, (f) Liens arising by operation
of law in favor of warehousemen, landlords, carriers, mechanics, materialmen,
laborers, or suppliers, incurred in the ordinary course of business and not in
connection with the borrowing of money, and which Liens either (i) are for sums
not yet delinquent or (ii) are the subject of Permitted Protests, (g) Liens
arising from deposits made in connection with obtaining worker's compensation or
other unemployment insurance, (h) Liens or deposits to secure performance of
bids, tenders, or leases incurred in the ordinary course of business and not in
connection with the borrowing of money, (i) Liens granted as security for surety
or appeal bonds in connection with obtaining such bonds in the ordinary course
of business, (j) Liens with respect to the Real Property Collateral that are
exceptions to the commitments for title insurance issued in connection with the
Mortgages, as accepted by Agent, (k) with respect to any Real Property,
Permitted Easements, (l) Liens arising from judgments and attachments in
connection with court proceedings provided that the attachment or enforcement of
such Liens would not result in an Event of Default hereunder and such Liens are
subject to a Permitted Protest and no material Collateral is subject to a
material risk of loss or forfeiture and the claims in respect of such Liens are
fully covered by insurance (subject to ordinary and customary deductibles) and a
stay of execution pending appeal or proceeding for review is in effect, (m)
Liens granted to the New AMERCO Note Lenders pursuant to the New AMERCO Note
Documents on the property described in clauses (b), (c), (e), (f) and (g) of the
definition of Excluded Assets set forth in Article 1 hereof, (n) Liens granted
to the Term Loan B Note Lenders pursuant to the Term Loan B Note Documents,
subject to the Term Loan B Intercreditor Agreement, (o) Liens on Real Property
in favor of Oxford as of the Closing Date, as set forth on Schedule E-1, and (p)
subject to the provisions of Section 2.7(e), Liens on the cash collateral
accounts set forth on Schedule 2.7(e).

                  "Permitted Protest" means the right of Administrative Borrower
or any of its Subsidiaries, as applicable, to protest any Lien (other than any
such Lien that secures the Obligations), taxes (other than payroll taxes or
taxes that are the subject of a United States federal tax lien), or rental
payment, provided that (a) a reserve with respect to such obligation is
established on such Person's Books in such amount as is required under GAAP, (b)
any such

                                       29
<PAGE>

protest is instituted promptly and prosecuted diligently by Administrative
Borrower or any of its Subsidiaries, as applicable, in good faith, and (c) Agent
is satisfied that, while any such protest is pending, there will be no
impairment of the enforceability, validity, or priority of any of the Agent's
Liens.

                  "Person" means any natural person, corporation, limited
liability company, limited partnership, general partnership, limited liability
partnership, joint venture, trust, land trust, business trust, or other
organization, irrespective of whether it is a legal entity, and any government
and agency or political subdivision thereof.

                  "Personal Property Collateral" means all Collateral other than
Real Property.

                  "Pledge" has the meaning set forth in Section 14.(j).

                  "PMCC Like Kind Exchange Lease" means that certain Master
Equipment Lease Agreement dated as of June 30, 2000, between Norwest Bank
Minnesota, National Association, as lessor, and U-Haul Leasing & Sales Co., as
lessee, and all ancillary agreements referenced therein, as all of the foregoing
exist on the Closing Date, and as amended to the extent permitted herein.

                  "PMCC Leveraged Lease" means that certain Equipment Lease
Agreement (U-Haul Trust No. 96-1) dated as of June 28, 1996 between Fleet
National Bank, as lessor, and U-Haul Leasing & Sales Co., as lessee, and all
ancillary agreements referenced therein, as all of the foregoing exist on the
Closing Date, and as amended to the extent permitted herein.

                  "PM Preferred" means PM Preferred Properties, L.P., a Texas
limited partnership.

                  "PMSR" means Private Mini Storage Realty, L.P., a Texas
limited partnership.

                  "PMSR Agreement" means that certain PMSR Agreement dated as of
the Effective Date among Parent, PMSR, JPMorgan Chase Bank, as agent, and the
Lenders party thereto.

                  "PPSA" means the Personal Property Security Act, as in effect
from time to time in any applicable Canadian province or territory.

                  "Projections" means Parent's forecasted (a) balance sheets,
(b) profit and loss statements, and (c) cash flow statements together with
appropriate supporting details and a statement of underlying assumptions, all
prepared on a basis consistent with the presentation set forth in the definition
of "Consolidated" and on a basis consistent with Parent's financial statements
delivered to Lenders prior to the Closing Date.

                  "Pro Rata Share" means, as of any date of determination:

                  (a)      with respect to a Lender's obligation to make
Advances and receive payments of principal, interest, fees, costs, and expenses
with respect thereto, (i) prior to the Revolver Commitments being terminated or
reduced to zero, the percentage obtained by dividing (y) such Lender's Revolver
Commitment, by (z) the aggregate Revolver Commitments of all

                                       30
<PAGE>

Lenders, and (ii) from and after the time that the Revolver Commitments have
been terminated or reduced to zero, the percentage obtained by dividing (y) the
aggregate outstanding principal amount of such Lender's Advances by (z) the
aggregate outstanding principal amount of all Advances,

                  (b)      with respect to a Lender's obligation to participate
in Letters of Credit, to reimburse the Issuing Lender, and to receive payments
of fees with respect thereto, (i) prior to the Revolver Commitments being
terminated or reduced to zero, the percentage obtained by dividing (y) such
Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all
Lenders, and (ii) from and after the time that the Revolver Commitments have
been terminated or reduced to zero, the percentage obtained by dividing (y) the
aggregate outstanding principal amount of such Lender's Advances by (z) the
aggregate outstanding principal amount of all Advances,

                  (c)      with respect to a Lender's obligation to make the
Term Loan and receive payments of interest, fees, and principal with respect
thereto, (i) prior to the making of the Term Loan, the percentage obtained by
dividing (y) such Lender's Term Loan Commitment, by (z) the aggregate amount of
all Lenders' Term Loan Commitments, and (ii) from and after the making of the
Term Loan, the percentage obtained by dividing (y) the principal amount of such
Lender's portion of the Term Loan by (z) the principal amount of the Term Loan,
and

                  (d)      with respect to all other matters as to a particular
Lender (including the indemnification obligations arising under Section 16.7),
the percentage obtained by dividing (i) such Lender's Revolver Commitment plus
the outstanding principal amount of such Lender's portion of the Term Loan, by
(ii) the aggregate amount of Revolver Commitments of all Lenders plus the
outstanding principal amount of the Term Loan; provided, however, that in the
event the Revolver Commitments have been terminated or reduced to zero, Pro Rata
Share under this clause shall be the percentage obtained by dividing (A) the
outstanding principal amount of such Lender's Advances plus such Lender's
ratable portion of the Risk Participation Liability with respect to outstanding
Letters of Credit plus the outstanding principal amount of such Lender's portion
of the Term Loan, by (B) the outstanding principal amount of all Advances plus
the aggregate amount of the Risk Participation Liability with respect to
outstanding Letters of Credit plus the outstanding principal amount of the Term
Loan.

                  "Purchase Money Indebtedness" means Indebtedness (other than
the Obligations, but including Capitalized Lease Obligations), incurred at the
time of, or within 20 days after, the acquisition of any fixed assets for the
purpose of financing all or any part of the acquisition cost thereof.

                  "PWC Litigation" means that certain claim filed by
Administrative Borrower against PricewaterhouseCoopers on or about June 5, 2003
in the Superior Court of Arizona, Maricopa County, No. CV2003-011032, and all
related disputes between Administrative Borrower and PricewaterhouseCoopers.

                  "Qualified Cash" means, as of any date of determination, the
amount of unrestricted cash and Cash Equivalents of the Loan Parties that is in
Deposit Accounts or in Securities Accounts, or any combination thereof, and
after August 15, 2003, which such Deposit

                                       31
<PAGE>

Account or Securities Account is the subject of a Control Agreement and is
maintained by a branch office of the bank or securities intermediary located
within the United States.

                  "Quebec Security Documents" means, collectively, (a) the deed
of hypothec and issue of bonds by each Canadian Subsidiary in favor of the Fonde
de pouvoir creating a hypothec in the principal amount of Cdn$1,320,000,000 in
all the Canadian Subsidiaries' personal (movable) and real (immovable) property,
(b) the delivery order by each Canadian Subsidiary to the Fonde de pouvoir, (c)
the 25% demand bond issued by each Canadian Subsidiary to the Agent and
certified by the Fonde de pouvoir, and (d) the pledge agreement by each Canadian
Subsidiary pledging the 25% demand bond in favor of the Agent, the form and
substance of which are reasonably satisfactory to Agent.

                  "Real Property" means any estates or interests in real
property now owned or hereafter acquired by any Loan Party and the improvements
thereto.

                  "Real Property Collateral" means the parcel or parcels of Real
Property identified on Schedule R-1 and any Real Property hereafter acquired by
a Loan Party on which Agent has or is required (in accordance with this
Agreement or any other Loan Document) to have a Lien.

                  "Record" means information that is inscribed on a tangible
medium or which is stored in an electronic or other medium and is retrievable in
perceivable form.

                  "Redirection Notice" has the meaning set forth in Section
14.1(j).

                  "Register" has the meaning set forth in Section 14.1(h).

                  "Registered Loan" has the meaning set forth in Section 2.16.

                  "Registered Note" has the meaning set forth in Section 2.16.

                  "Related Fund" has the meaning set forth in clause (d) of the
definition of Eligible Transferee.

                  "Release of Claims" means that certain release of claims dated
of even date herewith executed by Borrowers and Guarantors (each as defined
therein) under the DIP Loan Agreement in favor of Foothill and the DIP Lenders,
in form and substance reasonably satisfactory to Foothill.

                  "Remedial Action" means all actions taken to (a) clean up,
remove, remediate, contain, treat, monitor, assess, evaluate, or in any way
address Hazardous Materials in the indoor or outdoor environment, (b) prevent or
minimize a release or threatened release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment, (c) perform any pre-remedial studies,
investigations, or post-remedial operation and maintenance activities, or (d)
conduct any other actions authorized by 42 U.S.C. Section 9601.

                  "Reorganization Plan" has the meaning set forth in the
recitals of this Agreement.

                                       32
<PAGE>

                  "Report" has the meaning set forth in Section 16.17.

                  "Reportable Event" means any of the events described in
Section 4043(c) of ERISA or the regulations thereunder other than a Reportable
Event as to which the provision of 30 days' notice to the PBGC is waived under
applicable regulations.

                  "Replacement Lender" has the meaning set forth in Section
15.2.

                  "RepWest" means Republic Western Insurance Company, an Arizona
corporation, and its Subsidiaries, whether now existing or hereafter formed.

                  "Required Availability" means that the sum of (a) Excess
Availability plus (b) Qualified Cash exceeds $25,000,000.

                  "Required Lenders" means, at any time, Lenders whose Pro Rata
Shares aggregate 51% of the Total Commitments, or if the Commitments have been
terminated irrevocably, 51% of the Obligations (other than Bank Product
Obligations) then outstanding.

                  "Reservation Management System" means the software system
known as "Microres," which is used in connection with customer reservations of
U-Haul products and services.

                  "Reserve Percentage" means, on any day, for any Lender, the
maximum percentage prescribed by the Board of Governors of the Federal Reserve
System (or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

                  "Restated SAC Notes Escrow Account" means that certain
segregated Deposit Account or investment account maintained by Parent pursuant
to Section 11.05 of the New AMERCO Notes Indenture.

                  "Retiree Health Plan" means an "employee welfare benefit plan"
within the meaning of Section 3(1) of ERISA that provides benefits to
individuals after termination of their employment, other than as required by
Section 601 of ERISA.

                  "Revolver Commitment" means, with respect to each Lender, its
Revolver Commitment, and, with respect to all Lenders, their Revolver
Commitments, in each case as such Dollar amounts are set forth beside such
Lender's name under the applicable heading on Schedule C-2 or on the signature
page of the Assignment and Acceptance pursuant to which such Lender became a
Lender hereunder in accordance with the provisions of Section 14.1.

                  "Revolver Usage" means, as of any date of determination, the
sum of (a) the then extant amount of outstanding Advances, plus (b) the then
extant amount of the Letter of Credit Usage.

                                       33
<PAGE>

                  "Risk Participation Liability" means, as to each Letter of
Credit, all reimbursement obligations of Borrowers to the Issuing Lender with
respect to an L/C Undertaking, consisting of (a) the amount available to be
drawn or which may become available to be drawn, (b) all amounts that have been
paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed
by Borrowers, whether by the making of an Advance or otherwise, and (c) all
accrued and unpaid interest, fees, and expenses payable with respect thereto.

                  "SAC Holding" means, collectively, SAC Holding Corporation, a
Nevada corporation, SAC Holding II Corporation, a Nevada corporation, Montreal
Holding Corporation, a Nevada corporation, and each of their respective
Subsidiaries, whether now existing or hereafter formed.

                  "SAC Holding Senior Bond" means the 8.5% senior notes due 2014
in the principal amount of $200,000,000 issued pursuant to the SAC Notes
Indenture.

                  "SAC Notes Indenture" means that certain Indenture with
respect to the issuance of the SAC Holding Senior Bond, dated as of March 15,
2004, among SAC Holding Corporation, SAC Holding II Corporation and Law
Debenture Trust Company of New York.

                  "SAC Participation and Subordination Agreement" means that
certain participation and subordination agreement dated as of March 15, 2004, by
and among SAC Holding, Parent, U-Haul, and Law Debenture Trust Company of New
York, as Trustee under the SAC Notes Indenture.

                  "Sale Date" has the meaning set forth in Section 7.4.

                  "SEC" means the United States Securities and Exchange
Commission and any successor thereto.

                  "SEC Filings" means, with respect to any Person, all reports,
documents and other information filed by such Person pursuant to the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and all other rules and regulations promulgated by the SEC, including such
Person's filed Form 10-K and subsequently filed quarterly reports on Form 10-Q
and current reports on Form 8-K.

                  "Securities Account" means a "securities account" as that term
is defined in the Code.

                  "Settlement" has the meaning set forth in Section 2.3(f)(i).

                  "Settlement Date" has the meaning set forth in Section
2.3(f)(i).

                  "Solvent" means, with respect to any Person on a particular
date, that such Person is not insolvent (as defined in the Uniform Fraudulent
Transfer Act) or is not an "insolvent person" (as defined in the Bankruptcy and
Insolvency Act (Canada)) or is not a "debtor company" (as defined in the
Companies' Creditors Arrangement Act (Canada)).

                                       34
<PAGE>

                  "SSI" means Self-Storage International Holding Corporation, a
Nevada corporation, and any Subsidiary thereof, whether now existing or
hereafter formed.

                  "Statutory Lien Payments" has the meaning set forth in Section
5.23.

                  "Stock" means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).

                  "Stock Pledge Agreement" means, collectively, one or more
stock pledge agreements, the form and substance of which are reasonably
satisfactory to Agent, executed and delivered by each Borrower or Guarantor that
owns Stock of a Subsidiary of Parent; provided a Stock Pledge Agreement shall
not be required in connection with the Stock of the Insurance Subsidiaries, the
Dormant Subsidiaries, INW, or Storage Realty, L.L.C.

                  "Subsidiary" of a Person means a corporation, partnership,
limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to
elect a majority of the board of directors (or appoint other comparable
managers) of such corporation, partnership, limited liability company, or other
entity; provided, however, PMSR, PM Preferred, SAC Holding and SSI shall not be
deemed to be Subsidiaries of any Borrower herein.

                  "Support Party Agreement" means, collectively, (a) that
certain Support Party Agreement dated as of February 28, 2003 by and among
Parent and PM Preferred in favor of GMAC Commercial Holding Corp., as
administrative agent, as amended by the First Amendment to Support Party
Agreement dated as of June 13, 2003, and (b) that certain PMSR Agreement to be
dated as of the Effective Date, by and among Parent, PMSR, JP Morgan Chase Bank,
as administrative agent, and the lenders signatory thereto, in each case as
amended prior to the Closing Date and after the Closing Date as permitted herein
(provided, in each case, such amendment does not increase the obligations of any
Loan Party thereunder).

                  "Supporting Obligation" means any Person's now owned or
hereafter acquired right, title and interest with respect to any "supporting
obligation" as that term is defined in the Code.

                  "Swing Lender" means Foothill or any other Lender that, at the
request of Administrative Borrower and with the consent of Agent agrees, in such
Lender's sole discretion, to become the Swing Lender hereunder.

                  "Swing Loan" has the meaning set forth in Section 2.3(d)(i).

                  "Synthetic Lease Collateral" means (i) the Real Property and
Real Property interests leased under the Synthetic Leases and all structures,
buildings, and other immovable improvements located on such Real Property (the
"Synthetic Lease Properties"); (ii) all equipment, machinery, apparatus,
fittings, furniture, fixtures and other property of every kind and nature
whatsoever now or hereafter affixed to any portion of the Synthetic Lease
Properties

                                       35
<PAGE>

or which is used for the storage of property of storage customers of any
Synthetic Lessee under any Assigned Storage Agreements (defined below)
(excluding Vehicles), and which are now owned or hereafter acquired by any
lessor under any Synthetic Lease or in which any such lessor has or shall have
an interest, and all appurtenances and additions thereto and substitutions
therefor; (iii) all storage rental agreements, leases and licenses with respect
to the Synthetic Lease Properties now or hereinafter entered into and all
amendments, supplements and modifications thereto (collectively, the "Assigned
Storage Agreements"); (iv) all rents, maintenance fees, advance fees and
deposits, security deposits and prepaid amounts, income, receipts, issues,
profits and revenues arising from the Synthetic Lease Properties; (v) to the
extent arising from Assigned Storage Agreements or other rights to payment for
storage space at the Synthetic Lease Properties by storage customers, "general
intangibles" (including "payment intangibles") and "accounts" (as such terms are
defined in the Code), and other rights to payment for storage space at the
Synthetic Lease Properties by storage customers; (vi) license and concession
fees, proceeds and other benefits to which any Synthetic Lessee or any agent of
a Synthetic Lessee may now or hereafter be entitled with respect to the Assigned
Storage Agreements; (vii) all books, records, writings, data bases, and
information relating to, used or useful in connection with, evidencing,
embodying, incorporating or referring to, any of the foregoing; (viii) any award
or compensation or insurance payment or other proceeds to which any Synthetic
Lessee may become entitled by reason of its interest in the Synthetic Lease
Properties; and (ix) all products, offspring, rents, issues, profits, returns,
income and Proceeds (as defined in the Code) of and from any and all of the
foregoing.

                  "Synthetic Lease Properties" has the meaning set forth in the
definition of "Synthetic Lease Collateral".

                  "Synthetic Leases" means, collectively, (i) the Amended and
Restated Master Lease dated as of March 15, 2004 between AREC, as lessee, and
BMO Global Capital Solutions, Inc., as lessor, and any other documents,
agreements, mortgages, deeds of trust and other instruments executed in
connection therewith, (ii) that certain Second Amended and Restated Master Lease
and Open-End Mortgage dated as of March 15, 2004 among U-Haul and AREC, as
lessees, the various Lessors identified therein, as lessor, and BMO Global
Capital Solutions, Inc. as Agent Lessor for the Lessors, and any documents,
agreements, mortgages, deeds of trust, and other instruments executed in
connection therewith, and (iii) that certain Canadian U-Haul Master Lease dated
as of April 5, 2001 between Computershare Trust Company of Canada, as successor
to Montreal Trust Company of Canada, and U-Haul (Canada), and any documents,
agreements, mortgages, deeds of trust, and other instruments executed in
connection therewith, each as may be subsequently amended, restated or
refinanced to the extent permitted hereunder.

                  "Synthetic Lessee" means any of AREC, U-Haul and U-Haul
(Canada) and any of their respective successors in interest as lessees under the
Synthetic Leases that may succeed to such interests in accordance with this
Agreement and the applicable Synthetic Leases.

                  "Taxes" has the meaning set forth in Section 16.11(e).

                  "Term Loan" has the meaning set forth in Section 2.2(a).

                  "Term Loan Amount" means $350,000,000.

                                       36
<PAGE>

                  "Term Loan Commitment" means, with respect to each Lender, its
Term Loan Commitment and, with respect to all Lenders, their Term Loan
Commitments, in each case as such Dollar amounts are set forth beside such
Lender's name under the applicable heading on Schedule C-2 or on the signature
page of the Assignment and Acceptance pursuant to which such Lender became a
Lender hereunder in accordance with the provisions of Section 14.1.

                  "Term Loan B Intercreditor Agreement" means that certain
Intercreditor Agreement entered into and delivered by and among Agent and Wells
Fargo Bank, N.A., as trustee, in form and substance reasonably satisfactory to
Agent.

                  "Term Loan B Note Documents" means, collectively, the Term
Loan B Note Indenture, the Term Loan B Notes and such other documents (in form
and substance acceptable to Agent) executed by Parent in connection therewith.

                  "Term Loan B Note Indenture" means that certain Indenture with
respect to the issuance of the Term Loan B Notes, dated as of March 1, 2004,
among Parent, the guarantors listed on the signature pages thereto and Wells
Fargo Bank, National Association, as trustee, in form and substance acceptable
to Agent.

                  "Term Loan B Note Lenders" means those Persons that are
"Holders" under the Term Loan B Note Indenture.

                  "Term Loan B Notes" means the 9% Senior Secured Notes in the
principal amount of $200,000,000 due 2009 issued pursuant to the Term Loan B
Note Indenture.

                  "3.08(b) Account" means that certain segregated Deposit
Account or investment account maintained by Parent at The Bank of New York
pursuant to Section 3.08(b) of the New AMERCO Notes Indenture.

                  "Title Reserve" means a reserve against Availability in an
amount determined by Agent upon consultation with its counsel with respect to
title defects and exceptions for certain of the Real Property Collateral.

                  "Total Commitment" means, with respect to each Lender, its
Total Commitment, and, with respect to all Lenders, their Total Commitments, in
each case as such Dollar amounts are set forth beside such Lender's name under
the applicable heading on Schedule C-2 attached hereto or on the signature page
of the Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder in accordance with the provisions of Section 14.1.

                  "TRAC Lease Transaction" means any operating or capital lease
(as determined in accordance with GAAP) entered into by any Loan Party pursuant
to a "Terminal Rental Adjustment Clause" lease (including, without limitation,
the PMCC Like Kind Exchange Lease) whereby (a) (i) the ownership of a Vehicle
that is owned by such Loan Party is transferred to a lessor within 130 days of
the acquisition of such Vehicle or (ii) the ownership of a Vehicle is
transferred to a lessor by someone other than a Loan Party, and (b) the Vehicle
so transferred is leased back to the Loan Party by such lessor.

                  "U-Haul" means U-Haul International, Inc., a Nevada
corporation.

                                       37
<PAGE>

                  "U-Haul (Canada)" means U-Haul Co. (Canada) Ltd. U-Haul Co.
(Canada) Ltee, an Ontario corporation.

                  "U-Haul Dealer" means any Person that leases Vehicles on
behalf of U-Haul in the ordinary course of business pursuant to a Dealership
Contract, as identified on the Dealer List.

                  "Underlying Issuer" means a third Person which is the
beneficiary of an L/C Undertaking and which has issued a letter of credit at the
request of the Issuing Lender for the benefit of Borrowers.

                  "Underlying Letter of Credit" means a letter of credit that
has been issued by an Underlying Issuer.

                  "Unused Line Fee" has the meaning set forth in Section
2.11(a).

                  "USA Patriot Act" means the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

                  "Vehicle" or "Vehicles" means any vehicle (including any motor
vehicle), trailer or other asset of any Loan Party represented by a certificate
of title.

                  "Voidable Transfer" has the meaning set forth in Section 17.7.

                  "Wells Fargo" means Wells Fargo Bank, National Association, a
national banking association.

                  "WP Carey Transaction" means the transaction, in form and
substance reasonably satisfactory to Required Lenders, whereby UH Storage (DE)
Limited Partnership, a Delaware limited partnership, or other Affiliate of W.P.
Carey & Co., LLC, will acquire the Real Property that is subject to the
Synthetic Leases (excluding Real Property located in Canada) and such Synthetic
Leases shall be paid in full and terminated, all as more fully set forth on
Schedule W-1.

         1.2      ACCOUNTING TERMS; GAAP. 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 that for purposes
of determining compliance with any covenant set forth in Section 7, such terms
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
Borrowers' audited financial statements referred to in Section 6.3. If any
change in accounting principles from those used in the preparation of the
audited financial statements referred to in Section 6.3 hereafter occasioned by
the promulgation of any rule, regulation, pronouncement or opinion by or
required by the Financial Accounting Standards Board (or successors thereto or
agencies with similar functions) would result in a change in the method of
calculation of financial covenants, standards or terms found in Section 1 or
Section 7, the parties hereto agree to enter into negotiations in order to amend
such provisions so as to equitably reflect such changes with the desired result
that the criteria for evaluating Parent's financial condition

                                       38
<PAGE>

shall be the same after such change as if such change had not been made;
provided, however, the parties hereto agree to construe all terms of an
accounting or financial nature in accordance with GAAP as in effect prior to any
such change in accounting principles until the parties hereto have amended the
applicable provisions of this Agreement.

         1.3      CODE. Any terms used in this Agreement that are defined in the
Code shall be construed and defined as set forth in the Code unless otherwise
defined herein.

         1.4      CONSTRUCTION. Unless the context of this Agreement or any
other Loan Document clearly requires otherwise, references to the plural include
the singular, references to the singular include the plural, the term
"including" is not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document,
as the case may be, as a whole and not to any particular provision of this
Agreement or such other Loan Document, as the case may be. Section, subsection,
clause, schedule, and exhibit references herein are to this Agreement unless
otherwise specified. Any reference in this Agreement or in the other Loan
Documents to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). Any reference herein to the
repayment in full of the Obligations shall mean the repayment in full in cash of
all Obligations other than contingent indemnification Obligations and any other
Bank Product Obligations that at such time are allowed by the applicable Bank
Product Provider to remain outstanding and are not required to be repaid or cash
collateralized pursuant to the provisions of this Agreement. Any reference
herein to any Person shall be construed to include such Person's successors and
assigns. Any requirement of a writing contained herein or in the other Loan
Documents shall be satisfied by the transmission of a Record and any Record
transmitted shall constitute a representation and warranty as to the accuracy
and completeness of the information contained therein.

         1.5      SCHEDULES AND EXHIBITS. All of the schedules and exhibits
attached to this Agreement, together with any amendments, restatements,
supplements, or other modifications to such schedules and exhibits permitted
hereunder shall be deemed incorporated herein by reference.

2.       LOAN AND TERMS OF PAYMENT.

         2.1      REVOLVER ADVANCES.

                  (a)      Subject to the terms and conditions of this Agreement
and relying upon the representations and warranties set forth herein, and during
the term of this Agreement, each Lender with a Revolver Commitment agrees
(severally, not jointly or jointly and severally) to make advances ("Advances")
to Borrowers in an amount at any one time outstanding not to exceed such
Lender's Pro Rata Share of an amount equal to the lesser of (i) the Maximum
Revolver Amount less the Letter of Credit Usage, or (ii) the Borrowing Base less
the Letter of Credit Usage less the outstanding balance of the Term Loan.

                                       39
<PAGE>

                  (b)      Anything to the contrary in this Section 2.1
notwithstanding, Agent shall have the right to establish reserves in such
amounts, and with respect to such matters, as Agent in its Permitted Discretion
shall deem necessary or appropriate, against the Borrowing Base, including
reserves with respect to (i) sums that Borrowers are required to pay (such as
taxes, assessments, insurance premiums, or, in the case of leased assets, rents
or other amounts payable under such leases) and have failed to pay in accordance
with the terms of any Section of this Agreement or any other Loan Document, (ii)
amounts required to be paid to any Governmental Authority for mortgage, stamp or
other documentary taxes with respect to any Mortgage delivered pursuant to this
Agreement, and (iii) amounts owing by Borrowers or their Subsidiaries to any
Person to the extent secured by a Lien on, or trust over, any of the Collateral,
which Lien or trust, in the Permitted Discretion of Agent likely would have a
priority superior to the Agent's Liens (such as Liens or trusts in favor of
landlords, warehousemen, carriers, mechanics, materialmen, laborers, or
suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes
where given priority under Applicable Laws) in and to such item of the
Collateral; provided, however, the amount of any such reserve established by
Agent in its Permitted Discretion after the Closing Date shall only be reduced
with the consent of the Required Lenders.

                  (c)      The Lenders with Revolver Commitments shall have no
obligation to make additional Advances hereunder to the extent such additional
Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount.

                  (d)      Amounts borrowed pursuant to this Section may be
repaid and, subject to the terms and conditions of this Agreement, reborrowed at
any time during the term of this Agreement.

         2.2      TERM LOAN.

                  (a)      Subject to the terms and conditions of this
Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees
(severally, not jointly or jointly and severally) to make term loans
(collectively, the "Term Loan") to Borrowers in an amount equal to such Lender's
Pro Rata Share of an amount equal to the lesser of (i) the Term Loan Amount, or
(ii) the Borrowing Base less the Revolver Usage as of such date. The Term Loan
shall be repaid in equal monthly principal payments in the amount of $291,667,
commencing on April 1, 2004 and continuing on the first Business Day of each
month thereafter. Amounts borrowed and repaid pursuant to this Section may not
be reborrowed.

                  (b)      The outstanding unpaid principal balance and all
accrued and unpaid interest under the Term Loan shall be due and payable on the
date of termination of this Agreement, whether by its terms, by prepayment, or
by acceleration. All amounts outstanding under the Term Loan shall constitute
Obligations.

         2.3      BORROWING PROCEDURES AND SETTLEMENTS.

                  (a)      PROCEDURE FOR BORROWING. Each Borrowing shall be made
by an irrevocable written request by an Authorized Person delivered to Agent
(which notice must be received by Agent no later than 10:00 a.m. (California
time) on the Business Day prior to the date that is the requested Funding Date
specifying (i) the amount of such Borrowing, and (ii)

                                       40
<PAGE>

the requested Funding Date, which shall be a Business Day; provided, however,
that in the case of a request for Swing Loan in an amount of $1,000,000, or
less, such notice will be timely received if it is received by Agent no later
than 10:00 a.m. (California time) on the Business Day that is the requested
Funding Date. At Agent's election, in lieu of delivering the above-described
written request, any Authorized Person may give Agent telephonic notice of such
request by the required time, with such telephonic notice to be confirmed in
writing within 24 hours of the giving of such notice and the failure to provide
such written confirmation shall not affect the validity of the request. Upon the
making of any request for a Borrowing hereunder, Borrowers shall be deemed to
have certified that all conditions set forth in Section 3.3 hereof have been
satisfied.

                  (b)      AGENT'S ELECTION. Promptly after receipt of a request
for a Borrowing pursuant to Section 2.3(a), Agent shall elect, in its
discretion, (i) to have the terms of Section 2.3(c) apply to such requested
Borrowing, or (ii) if the Borrowing is for an Advance, to request Swing Lender
to make a Swing Loan pursuant to the terms of Section 2.3(d) in the amount of
the requested Borrowing; provided, however, that if Swing Lender declines in its
sole discretion to make a Swing Loan pursuant to Section 2.3(d), Agent shall
elect to have the terms of Section 2.3(c) apply to such requested Borrowing.

                  (c)      MAKING OF ADVANCES.

                           (i)      In the event that Agent shall elect to have
                  the terms of this Section 2.3(c) apply to a requested
                  Borrowing as described in Section 2.3(b), then promptly after
                  receipt of a request for a Borrowing pursuant to Section
                  2.3(a), Agent shall notify the Lenders, not later than 1:00
                  p.m. (California time) on the Business Day immediately
                  preceding the Funding Date applicable thereto by telecopy,
                  telephone, or other similar form of transmission, of the
                  requested Borrowing. Each Lender shall make the amount of such
                  Lender's Pro Rata Share of the requested Borrowing available
                  to Agent in immediately available funds, to Agent's Account,
                  not later than 10:00 a.m. (California time) on the Funding
                  Date applicable thereto. After Agent's receipt of the proceeds
                  of such Advances (or the Term Loan, as applicable), upon
                  satisfaction of the applicable conditions precedent set forth
                  in Section 3 hereof, Agent shall make the proceeds thereof
                  available to Administrative Borrower on the applicable Funding
                  Date by transferring immediately available funds equal to such
                  proceeds received by Agent to Administrative Borrower's
                  Designated Account; provided, however, that, subject to the
                  provisions of Section 2.3(i), Agent shall not request any
                  Lender to make, and no Lender shall have the obligation to
                  make, any Advance (or its portion of the Term Loan) if Agent
                  shall have actual knowledge that (1) one or more of the
                  applicable conditions precedent set forth in Section 3 will
                  not be satisfied on the requested Funding Date for the
                  applicable Borrowing unless such condition has been waived, or
                  (2) the requested Borrowing would exceed the Availability on
                  such Funding Date.

                           (ii)     Unless Agent receives notice from a Lender
                  on or prior to the Closing Date or, with respect to any
                  Borrowing after the Closing Date, prior to 9:00 a.m.
                  (California time) on the date of such Borrowing, that such
                  Lender will not make available as and when required hereunder
                  to Agent for the account of

                                       41
<PAGE>

                  Borrowers the amount of that Lender's Pro Rata Share of the
                  Borrowing, Agent may assume that each Lender has made or will
                  make such amount available to Agent in immediately available
                  funds on the Funding Date and Agent may (but shall not be so
                  required), in reliance upon such assumption, make available to
                  Borrowers on such date a corresponding amount. If and to the
                  extent any Lender shall not have made its full amount
                  available to Agent in immediately available funds and Agent in
                  such circumstances has made available to Borrowers such
                  amount, that Defaulting Lender shall on the Business Day
                  following such Funding Date make such amount available to
                  Agent, together with interest at the Defaulting Lender Rate
                  for each day during such period. A notice submitted by Agent
                  to any Lender with respect to amounts owing under this
                  subsection shall be conclusive, absent manifest error. If such
                  amount is so made available, such payment to Agent shall
                  constitute such Lender's Advance (or portion of the Term Loan,
                  as applicable) on the date of Borrowing for all purposes of
                  this Agreement. If such amount is not made available to Agent
                  on the Business Day following the Funding Date, Agent will
                  notify Administrative Borrower of such failure to fund and,
                  upon demand by Agent, Borrowers shall pay such amount to Agent
                  for Agent's account, together with interest thereon for each
                  day elapsed since the date of such Borrowing, at a rate per
                  annum equal to the interest rate applicable at the time to the
                  Advances (or portion of the Term Loan, as applicable)
                  composing such Borrowing. The failure of any Lender to make
                  any Advance (or portion of the Term Loan, as applicable) on
                  any Funding Date shall not relieve any other Lender of any
                  obligation hereunder to make an Advance (or portion of the
                  Term Loan, as applicable) on such Funding Date, but no Lender
                  shall be responsible for the failure of any other Lender to
                  make the Advance to be made by such other Lender on any
                  Funding Date.

                           (iii)    Agent shall not be obligated to transfer to
                  a Defaulting Lender any payments made by Borrowers to Agent
                  for the Defaulting Lender's benefit, and, in the absence of
                  such transfer to the Defaulting Lender, Agent shall transfer
                  any such payments to each other non-Defaulting Lender member
                  of the Lender Group ratably in accordance with their
                  Commitments (but only to the extent that such Defaulting
                  Lender's Advance was funded by the other members of the Lender
                  Group) or, if so directed by Administrative Borrower and if no
                  Default or Event of Default shall have occurred and be
                  continuing (and to the extent such Defaulting Lender's Advance
                  was not funded by the Lender Group), retain the same to be
                  re-advanced to Borrowers as if such Defaulting Lender had made
                  Advances to Borrowers. Subject to the foregoing, Agent may
                  hold and, in its Permitted Discretion, re-lend to Borrowers
                  for the account of such Defaulting Lender the amount of all
                  such payments received and retained by Agent for the account
                  of such Defaulting Lender. Solely for the purposes of voting
                  or consenting to matters with respect to the Loan Documents,
                  such Defaulting Lender shall be deemed not to be a "Lender"
                  and such Lender's Commitment shall be deemed to be zero. This
                  Section shall remain effective with respect to such Lender
                  until (x) the Obligations under this Agreement shall have been
                  declared or shall have become immediately due and payable, (y)
                  the non-Defaulting Lenders, Agent, and Administrative Borrower
                  shall have waived such

                                       42
<PAGE>

                  Defaulting Lender's default in writing, or (z) the Defaulting
                  Lender makes its Pro Rata Share of the applicable Advance and
                  pays to Agent all amounts owing by Defaulting Lender in
                  respect thereof. The operation of this Section shall not be
                  construed to increase or otherwise affect the Commitment of
                  any Lender, to relieve or excuse the performance by such
                  Defaulting Lender or any other Lender of its duties and
                  obligations hereunder, or to relieve or excuse the performance
                  by Borrowers of their duties and obligations hereunder to
                  Agent or to the Lenders other than such Defaulting Lender. Any
                  such failure to fund by any Defaulting Lender shall constitute
                  a material breach by such Defaulting Lender of this Agreement
                  and shall entitle Administrative Borrower at its option, upon
                  written notice to Agent, to arrange for a substitute Lender to
                  assume the Commitment of such Defaulting Lender, such
                  substitute Lender to be acceptable to Agent. In connection
                  with the arrangement of such a substitute Lender, the
                  Defaulting Lender shall have no right to refuse to be replaced
                  hereunder, and agrees to execute and deliver a completed form
                  of Assignment and Acceptance in favor of the substitute Lender
                  (and agrees that it shall be deemed to have executed and
                  delivered such document if it fails to do so) subject only to
                  being repaid its share of the outstanding Obligations (other
                  than Bank Product Obligations) (including an assumption of its
                  Pro Rata Share of the Risk Participation Liability) without
                  any premium or penalty of any kind whatsoever; provided
                  further, however, that any such assumption of the Commitment
                  of such Defaulting Lender shall not be deemed to constitute a
                  waiver of any of the Lender Groups' or Borrowers' rights or
                  remedies against any such Defaulting Lender arising out of or
                  in relation to such failure to fund.

                  (d)      MAKING OF SWING LOANS.

                           (i)      In the event Agent shall elect, with the
                  consent of Swing Lender, as a Lender, to have the terms of
                  this Section 2.3(d) apply to a requested Borrowing as
                  described in Section 2.3(b), Swing Lender as a Lender shall
                  make such Advance in the amount of such Borrowing (any such
                  Advance made solely by Swing Lender as a Lender pursuant to
                  this Section 2.3(d) being referred to as a "Swing Loan" and
                  such Advances being referred to collectively as "Swing Loans")
                  available to Borrowers on the Funding Date applicable thereto
                  by transferring immediately available funds to Administrative
                  Borrower's Designated Account. Each Swing Loan shall be deemed
                  to be an Advance hereunder and shall be subject to all the
                  terms and conditions applicable to other Advances, except that
                  no such Swing Loan shall be eligible for the LIBOR Option and
                  all payments on any Swing Loan shall be payable to Swing
                  Lender as a Lender solely for its own account (and for the
                  account of the holder of any participation interest with
                  respect to such Swing Loan). Subject to the provisions of
                  Section 2.3(i), Agent shall not request Swing Lender, as a
                  Lender, to make, and Swing Lender as a Lender shall not make,
                  any Swing Loan if Agent has actual knowledge that (i) one or
                  more of the applicable conditions precedent set forth in
                  Section 3 will not be satisfied on the requested Funding Date
                  for the applicable Borrowing unless such condition has been
                  waived, or (ii) the requested Borrowing would exceed the
                  Availability on such Funding Date. Swing Lender as a Lender

                                       43
<PAGE>

                  shall not otherwise be required to determine whether the
                  applicable conditions precedent set forth in Section 3 have
                  been satisfied on the Funding Date applicable thereto prior to
                  making, in its sole discretion, any Swing Loan.

                           (ii)     The Swing Loans shall be secured by the
                  Agent's Liens, shall constitute Obligations hereunder, and
                  shall bear interest at the rate applicable from time to time
                  to Advances that are Base Rate Loans.

                  (e)      AGENT ADVANCES.

                           (i)      Agent is hereby authorized by Borrowers and
                  the Lenders, from time to time in Agent's sole discretion, (1)
                  after the occurrence and during the continuance of a Default
                  or an Event of Default, or (2) at any time that any of the
                  other applicable conditions precedent set forth in Section 3
                  have not been satisfied, to make Advances to Borrowers on
                  behalf of the Lenders that Agent, in its Permitted Discretion
                  deems necessary or desirable (A) to preserve or protect the
                  Collateral, or any portion thereof, (B) to enhance the
                  likelihood of repayment of the Obligations (other than the
                  Bank Product Obligations), or (C) to pay any other amount
                  chargeable to Borrowers pursuant to the terms of this
                  Agreement, including Lender Group Expenses and the costs,
                  fees, and expenses described in Section 10 (any of the
                  Advances described in this Section 2.3(e) shall be referred to
                  as "Agent Advances"), provided, that notwithstanding anything
                  to the contrary contained in this Section 2.3(e), the
                  aggregate principal amount of Agent Advances outstanding at
                  any one time, when taken together with the aggregate principal
                  amount of Overadvances made in accordance with Section 2.3(i)
                  outstanding at any time, shall not exceed an amount equal to
                  the lesser of (x) 5.0% of the Borrowing Base then in effect
                  and (y) $10,000,000. Each Agent Advance shall be deemed to be
                  an Advance hereunder and shall be subject to all the terms and
                  conditions applicable to other Advances, except that no such
                  Agent Advance shall be eligible for the LIBOR Option and all
                  payments thereon shall be payable to Agent solely for its own
                  account (and for the account of the holder of any
                  participation interest with respect to such Agent Advances).

                           (ii)     The Agent Advances shall be repayable on
                  demand and secured by the Agent's Liens granted to Agent under
                  the Loan Documents, shall constitute Advances and Obligations
                  hereunder, and shall bear interest at the rate applicable from
                  time to time to Advances that are Base Rate Loans.

                  (f)      SETTLEMENT. It is agreed that each Lender's funded
portion of the Advances is intended by the Lenders to equal, at all times, such
Lender's Pro Rata Share of the outstanding Advances. Such agreement
notwithstanding, Agent, Swing Lender, and the other Lenders agree (which
agreement shall not be for the benefit of or enforceable by Borrowers) that in
order to facilitate the administration of this Agreement and the other Loan
Documents, settlement among them as to the Advances, the Swing Loans, and the
Agent Advances shall take place on a periodic basis in accordance with the
following provisions:

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<PAGE>

                           (i)      Agent shall request settlement
                  ("Settlement") with the Lenders on a weekly basis, or on a
                  more frequent basis if so determined by Agent, (1) on behalf
                  of Swing Lender, with respect to each outstanding Swing Loan,
                  (2) for itself, with respect to each Agent Advance, and (3)
                  with respect to Borrowers' or their Subsidiaries' Collections
                  received, as to each by notifying the Lenders by telecopy,
                  telephone, or other similar form of transmission, of such
                  requested Settlement, no later than 2:00 p.m. (California
                  time) on the Business Day immediately prior to the date of
                  such requested Settlement (the date of such requested
                  Settlement being the "Settlement Date"). Such notice of a
                  Settlement Date shall include a summary statement of the
                  amount of outstanding Advances (including Swing Loans and
                  Agent Advances) for the period since the prior Settlement
                  Date. Subject to the terms and conditions contained herein
                  (including Section 2.3(c)(iii)): (y) if a Lender's balance of
                  the Advances (including Swing Loans and Agent Advances)
                  exceeds such Lender's Pro Rata Share of the Advances
                  (including Swing Loans and Agent Advances) as of a Settlement
                  Date, then Agent shall, by no later than 12:00 p.m.
                  (California time) on the Settlement Date, transfer in
                  immediately available funds to a Deposit Account of such
                  Lender (as such Lender may designate) an amount such that each
                  such Lender shall, upon receipt of such amount, have as of the
                  Settlement Date, its Pro Rata Share of the Advances (including
                  Swing Loans and Agent Advances), and (z) if a Lender's balance
                  of the Advances, Swing Loans, and Agent Advances is less than
                  such Lender's Pro Rata Share of the Advances (including Swing
                  Loans and Agent Advances) as of a Settlement Date, such Lender
                  shall no later than 12:00 p.m. (California time) on the
                  Settlement Date transfer in immediately available funds to the
                  Agent's Account, an amount such that each such Lender shall,
                  upon transfer of such amount, have as of the Settlement Date,
                  its Pro Rata Share of the Advances (including Swing Loans and
                  Agent Advances). Such amounts made available to Agent under
                  clause (z) of the immediately preceding sentence shall be
                  applied against the amounts of the applicable Swing Loan or
                  Agent Advance and, together with the portion of such Swing
                  Loan or Agent Advance representing Swing Lender's Pro Rata
                  Share thereof, shall constitute Advances of such Lenders. If
                  any such amount is not made available to Agent by any Lender
                  on the Settlement Date applicable thereto to the extent
                  required by the terms hereof, Agent shall be entitled to
                  recover for its account such amount on demand from such Lender
                  together with interest thereon at the Defaulting Lender Rate.

                           (ii)     In determining whether a Lender's balance of
                  the Advances, Swing Loans, and Agent Advances is less than,
                  equal to, or greater than such Lender's Pro Rata Share of the
                  Advances, Swing Loans, and Agent Advances as of a Settlement
                  Date, Agent shall, as part of the relevant Settlement, apply
                  to such balance the portion of payments actually received in
                  good funds by Agent with respect to principal, interest, and
                  fees payable by Borrowers and allocable to the Lenders
                  hereunder, and proceeds of Collateral. To the extent that a
                  net amount is owed to any such Lender after such application,
                  such net amount shall be distributed by Agent to that Lender
                  as part of such next Settlement.

                                       45
<PAGE>

                           (iii)    Between Settlement Dates, Agent, to the
                  extent no Agent Advances or Swing Loans are outstanding, may
                  pay over to Swing Lender any payments received by Agent, that
                  in accordance with the terms of this Agreement would be
                  applied to the reduction of the Advances, for application to
                  Swing Lender's Pro Rata Share of the Advances. If, as of any
                  Settlement Date, Collections of Borrowers or their
                  Subsidiaries received since the then immediately preceding
                  Settlement Date have been applied to Swing Lender's Pro Rata
                  Share of the Advances other than to Swing Loans, as provided
                  for in the previous sentence, Swing Lender shall pay to Agent
                  for the accounts of the Lenders, and Agent shall pay to the
                  Lenders, to be applied to the outstanding Advances of such
                  Lenders, an amount such that each Lender shall, upon receipt
                  of such amount, have, as of such Settlement Date, its Pro Rata
                  Share of the Advances. During the period between Settlement
                  Dates, Swing Lender with respect to Swing Loans, Agent with
                  respect to Agent Advances, and each Lender (subject to the
                  effect of letter agreements between Agent and individual
                  Lenders) with respect to the Advances other than Swing Loans
                  and Agent Advances, shall be entitled to interest at the
                  applicable rate or rates payable under this Agreement on the
                  daily amount of funds employed by Swing Lender, Agent, or the
                  Lenders, as applicable.

                  (g)      NOTATION. As more fully set forth in Section 2.16 and
Section 14.1(h) Agent shall record on its books the principal amount of the
Advances (or portion of the Term Loan, as applicable) owing to each Lender,
including the Swing Loans owing to Swing Lender, and Agent Advances owing to
Agent, and the interests therein of each Lender, from time to time and such
records shall, absent manifest error, conclusively be presumed to be correct and
accurate. In addition, each Lender is authorized, at such Lender's option, to
note the date and amount of each payment or prepayment of principal of such
Lender's Advances (or portion of Term Loan, as applicable) in its books and
records, including computer records and such records shall, absent manifest
error, conclusively be presumed to be correct and accurate.

                  (h)      LENDERS' FAILURE TO PERFORM. All Advances (other than
Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously
and in accordance with their Pro Rata Shares. It is understood that (i) no
Lender shall be responsible for any failure by any other Lender to perform its
obligation to make any Advance (or other extension of credit) hereunder, nor
shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and (ii) no
failure by any Lender to perform its obligations hereunder shall excuse any
other Lender from its obligations hereunder.

                  (i)      OPTIONAL OVERADVANCES. Any contrary provision of this
Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and Agent or Swing Lender, as applicable, may, but is not
obligated to, knowingly and intentionally, continue to make Advances to
Borrowers notwithstanding that an Overadvance exists or thereby would be
created, so long as (i) after giving effect to such Advances, the sum of the
outstanding Revolver Usage and the outstanding principal amount of the Term Loan
does not exceed the Borrowing Base by an amount equal to the lesser of (x) 5.0%
of the Borrowing Base and (y) $10,000,000, (ii) after giving effect to such
Advances the outstanding Revolver Usage (except

                                       46
<PAGE>

for and excluding amounts charged to the Loan Account for interest, fees, or
Lender Group Expenses) does not exceed the Maximum Revolver Amount, (iii) the
aggregate principal amount of Overadvances made pursuant to this Section 2.3(i)
when taken together with the aggregate principal amount of Agent Advances made
pursuant to Section 2.3(e) does not exceed at any time an amount equal to the
lesser of (x) 5.0% of the Borrowing Base then in effect and (y) $10,000,000, and
(iv) at the time of the making of any such Advance (including a Swing Loan),
Agent does not believe, in good faith, that the Overadvance created by such
Advance will be outstanding for more than 90 days. The foregoing provisions are
for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not
intended to benefit Borrowers in any way. The Advances and Swing Loans, as
applicable, that are made pursuant to this Section 2.3(i) shall be subject to
the same terms and conditions as any other Advance or Swing Loan, as applicable,
except that they shall not be eligible for the LIBOR Option and the rate of
interest applicable thereto shall be the rate applicable to Advances that are
Base Rate Loans under Section 2.6(c) hereof without regard to the presence or
absence of a Default or Event of Default.

                           (i)      In the event Agent obtains actual knowledge
                  that the Revolver Usage exceeds the amounts permitted by the
                  preceding paragraph, regardless of the amount of, or reason
                  for, such excess, Agent shall notify Lenders as soon as
                  practicable (and prior to making any (or any additional)
                  intentional Overadvances (except for and excluding amounts
                  charged to the Loan Account for interest, fees, or Lender
                  Group Expenses) unless Agent determines that prior notice
                  would result in imminent harm to the Collateral or its value),
                  and the Lenders with Revolver Commitments thereupon shall,
                  together with Agent, jointly determine the terms of
                  arrangements that shall be implemented with Borrowers and
                  intended to reduce, within a reasonable time, the outstanding
                  principal amount of the Advances to Borrowers to an amount
                  permitted by the preceding paragraph. In the event Agent or
                  any Lender disagrees over the terms of reduction or repayment
                  of any Overadvance, the terms of reduction or repayment
                  thereof shall be implemented according to the determination of
                  the Required Lenders.

                           (ii)     Each Lender with a Revolver Commitment shall
                  be obligated to settle with Agent as provided in Section
                  2.3(f) for the amount of such Lender's Pro Rata Share of any
                  unintentional Overadvances by Agent reported to such Lender,
                  any intentional Overadvances made as permitted under this
                  Section 2.3(i), and any Overadvances resulting from the
                  charging to the Loan Account of interest, fees, or Lender
                  Group Expenses.

         2.4      PAYMENTS.

                  (a)      PAYMENTS BY BORROWERS.

                           (i)      Except as otherwise expressly provided
                  herein, all payments by Borrowers shall be made to Agent's
                  Account for the account of the Lender Group and shall be made
                  in immediately available funds, no later than 11:00 a.m.
                  (California time) on the date specified herein. Except as
                  otherwise provided in paragraph (b)(iii) below, any payment
                  received by Agent later than 11:00 a.m. (California time),
                  shall be deemed to have been received on the following

                                       47
<PAGE>

                  Business Day and any applicable interest or fee shall continue
                  to accrue until such following Business Day.

                           (ii)     Unless Agent receives notice from
                  Administrative Borrower prior to the date on which any payment
                  is due to the Lenders that Borrowers will not make such
                  payment in full as and when required, Agent may assume that
                  Borrowers have made (or will make) such payment in full to
                  Agent on such date in immediately available funds and Agent
                  may (but shall not be so required), in reliance upon such
                  assumption, distribute to each Lender on such due date an
                  amount equal to the amount then due such Lender. If and to the
                  extent Borrowers do not make such payment in full to Agent on
                  the date when due, each Lender severally shall repay to Agent
                  on demand such amount distributed to such Lender, together
                  with interest thereon at the Defaulting Lender Rate for each
                  day from the date such amount is distributed to such Lender
                  until the date repaid.

                  (b)      APPORTIONMENT AND APPLICATION OF PAYMENTS.

                           (i)      Except as otherwise provided with respect to
                  Defaulting Lenders and except as otherwise provided in the
                  Loan Documents (including any letter agreements between Agent
                  and individual Lenders), aggregate principal and interest
                  payments shall be apportioned ratably among the Lenders
                  (according to the unpaid principal balance of the Obligations
                  to which such payments relate held by each Lender) and
                  payments of fees and expenses (other than fees or expenses
                  that are for Agent's separate account, after giving effect to
                  any letter agreements between Agent and individual Lenders)
                  shall be apportioned ratably among the Lenders having a Pro
                  Rata Share of the type of Commitment or Obligation to which a
                  particular fee relates. All payments shall be remitted to
                  Agent and all such payments, and all proceeds of any Loan
                  Party's Accounts, or Collateral received by Agent, shall be
                  applied as follows:

                                    (A)     first, to pay any Lender Group
                           Expenses then due to Agent under the Loan Documents,
                           until paid in full,

                                    (B)     second, to pay any Lender Group
                           Expenses then due to the Lenders under the Loan
                           Documents, on a ratable basis, until paid in full,

                                    (C)     third, to pay any fees then due to
                           Agent (for its separate accounts, after giving effect
                           to any letter agreements between Agent and the
                           individual Lenders) under the Loan Documents until
                           paid in full,

                                    (D)     fourth, to pay any fees then due to
                           any or all of the Lenders (after giving effect to any
                           letter agreements between Agent and individual
                           Lenders) under the Loan Documents, on a ratable
                           basis, until paid in full,

                                    (E)     fifth, to pay interest due in
                           respect of all Agent Advances, until paid in full,

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<PAGE>

                                    (F)     sixth, ratably to pay interest due
                           in respect of the Advances (other than Agent
                           Advances), the Swing Loans, and the Term Loan until
                           paid in full,

                                    (G)     seventh, to pay the principal of all
                           Agent Advances until paid in full,

                                    (H)     eighth, so long as no Enforcement
                           Event exists, ratably to pay all principal amounts
                           then due and payable (other than as a result of an
                           acceleration thereof) with respect to the Term Loan
                           until paid in full,

                                    (I)     ninth, to pay the principal of all
                           Swing Loans until paid in full,

                                    (J)     tenth, so long as no Enforcement
                           Event exists, and at Agent's election (which election
                           Agent agrees will not be made if an Overadvance would
                           be created thereby), to pay amounts then due and
                           owing by Administrative Borrower or its Subsidiaries
                           in respect of Bank Products in an amount up to the
                           amount of the Bank Product Reserves, until paid in
                           full,

                                    (K)     eleventh, so long as no Enforcement
                           Event exists, to pay the principal of all Advances
                           until paid in full,

                                    (L)     twelfth, if an Enforcement Event
                           exists, ratably (i) to pay the principal amount of
                           all Advances until paid in full, (ii) to Agent, to be
                           held by Agent, for the ratable benefit of Issuing
                           Lender and those Lenders having a Revolver
                           Commitment, as cash collateral in an amount up to
                           105% of the then extant Letter of Credit Usage until
                           paid in full, and (iii) to pay the outstanding
                           principal balance of the Term Loan until the Term
                           Loan is paid in full,

                                    (M)     thirteenth, if an Enforcement Event
                           exists, to Agent, to be held by Agent for the benefit
                           of the Bank Product Providers, as cash collateral in
                           an amount up to the amount of the Bank Product
                           Reserve established prior to the occurrence of, and
                           not in contemplation of, the subject Event of Default
                           until Administrative Borrower's and its Subsidiaries'
                           obligations in respect of the then extant Bank
                           Products have been paid in full or the cash
                           collateral amount has been exhausted,

                                    (N)     fourteenth, if an Enforcement Event
                           exists, to pay any other Obligations (including Bank
                           Product Obligations) until paid in full, and

                                    (O)     fifteenth, to Borrowers (to be wired
                           to the Designated Account) or such other Person
                           entitled thereto under the Term Loan B Intercreditor
                           Agreement or Applicable Laws.

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<PAGE>

                           (ii)     Agent promptly shall distribute to each
                  Lender, pursuant to the applicable wire instructions received
                  from each Lender in writing, such funds as it may be entitled
                  to receive, subject to a Settlement delay as provided in
                  Section 2.3(h).

                           (iii)    In each instance, so long as no Event of
                  Default has occurred and is continuing, Section 2.4(b) shall
                  not be deemed to apply to any payment by Borrowers specified
                  by Borrowers to be for the payment of specific Obligations
                  then due and payable (or prepayable) under any provision of
                  this Agreement.

                           (iv)     For purposes of the foregoing, "paid in
                  full" means payment in cash of all amounts owing under the
                  Loan Documents according to the terms thereof, including loan
                  fees, service fees, professional fees, interest (and
                  specifically including interest accrued after the commencement
                  of any Insolvency Proceeding), default interest, interest on
                  interest, and expense reimbursements, whether or not the same
                  would be or is allowed or disallowed in whole or in part in
                  any Insolvency Proceeding.

                           (v)      In the event of a direct conflict between
                  the priority provisions of this Section 2.4 and other
                  provisions contained in any other Loan Document, it is the
                  intention of the parties hereto that such priority provisions
                  in such documents shall be read together and construed, to the
                  fullest extent possible, to be in concert with each other. In
                  the event of any actual, irreconcilable conflict that cannot
                  be resolved as aforesaid, the terms and provisions of this
                  Section 2.4 shall control and govern.

         2.5      OVERADVANCES. If, at any time or for any reason, the amount of
Obligations (other than Bank Product Obligations) owed by Borrowers to the
Lender Group pursuant to Sections 2.1 and 2.12 is greater than either the Dollar
or percentage limitations set forth in Sections 2.1 or 2.12 (an "Overadvance"),
Borrowers immediately shall pay to Agent, in cash, the amount of such excess,
which amount shall be used by Agent to reduce the Obligations in accordance with
the priorities set forth in Section 2.4(b). In addition, Borrowers hereby
promise to pay the Obligations (including principal, interest, fees, costs, and
expenses) in Dollars in full to the Lender Group as and when due and payable
under the terms of this Agreement and the other Loan Documents.

         2.6      INTEREST RATES AND LETTER OF CREDIT FEE: RATES, PAYMENTS, AND
CALCULATIONS.

                  (a)      INTEREST RATES. Except as provided in clause (c)
below, all Obligations (except for undrawn Letters of Credit and except for Bank
Product Obligations) that have been charged to the Loan Account pursuant to the
terms hereof shall bear interest on the Daily Balance thereof as follows (i) if
the relevant Obligation is an Advance that is a LIBOR Rate Loan, at a per annum
rate equal to the LIBOR Rate plus the Applicable Margin, (ii) if the relevant
Obligation is a portion of the Term Loan that is a LIBOR Rate Loan, at a per
annum rate equal to the LIBOR Rate plus the Applicable Margin, (iii) if the
relevant Obligation is a portion of the Term Loan that is a Base Rate Loan, at a
per annum rate equal to the Base Rate plus the Applicable Margin, and (iv)
otherwise, at a per annum rate equal to the Base Rate plus the

                                       50
<PAGE>

Application Margin. Notwithstanding any provision in this Agreement to the
contrary, (x) for the period of 3 Business Days immediately following the
Closing Date, all Advances shall be Base Rate Loans, and (y) the Term Loan shall
be a LIBOR Rate Loan at all times after the Closing Date until such time as
Agent may convert the Term Loan to a Base Rate Loan pursuant to Section 2.13(a)
upon the occurrence and during the continuation of an Event of Default.

                  (b)      LETTER OF CREDIT FEE. Borrowers shall pay Agent (for
the ratable benefit of the Lenders with a Revolver Commitment, subject to any
letter agreement between Agent and individual Lenders), a Letter of Credit fee
(the "Letter of Credit Fee") (in addition to the charges, commissions, fees, and
costs set forth in Section 2.12(f)) which shall accrue at a rate equal to the
Applicable Margin for the Letter of Credit Fees times the Daily Balance of the
undrawn amount of all outstanding Letters of Credit as of the date of
determination.

                  (c)      DEFAULT RATE. Upon the occurrence and during the
continuation of an Event of Default (and at the election of Agent or the
Required Lenders),

                           (i)      all Obligations (except for undrawn Letters
                  of Credit and except for Bank Product Obligations) that have
                  been charged to the Loan Account pursuant to the terms hereof
                  shall bear interest on the Daily Balance thereof at a per
                  annum rate equal to 2.00 percentage points above the per annum
                  rate otherwise applicable hereunder (the "Default Rate"), and

                           (ii)     the Letter of Credit fee provided for above
                  shall be increased to 2.00 percentage points above the per
                  annum rate otherwise applicable hereunder.

                  (d)      PAYMENT. Interest (other than interest on LIBOR Rate
Loans), Letter of Credit fees, and all other fees payable hereunder shall be due
and payable, in arrears, on the first Business Day of each month at any time
that Obligations or Commitments are outstanding. Borrowers hereby authorize
Agent, from time to time, without prior notice to Borrowers, to charge all
interest and fees, all Lender Group Expenses (as and when incurred), the
charges, commissions, fees, and costs provided for in Section 2.12(f) (as and
when accrued or incurred), the fees and costs provided for in Section 2.11 (as
and when accrued or incurred), and all other payments as and when due and
payable under any Loan Document (including the installments due and payable with
respect to the Term Loan and including any amounts due and payable to Bank
Product Providers in respect of Bank Products up to the amount of the then
extant Bank Product Reserve) to Borrowers' Loan Account, which amounts
thereafter shall constitute Advances hereunder and shall accrue interest at the
rate then applicable to Advances hereunder. Any interest not paid when due shall
be compounded by being charged to Borrowers' Loan Account and shall thereafter
constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances that are Base Rate Loans hereunder.

                  (e)      COMPUTATION. All interest and fees chargeable under
the Loan Documents shall be computed on the basis of a 360 day year for the
actual number of days elapsed. In the event the Base Rate is changed from time
to time hereafter, the rates of interest hereunder based upon the Base Rate
automatically and immediately shall be increased or decreased by an amount equal
to such change in the Base Rate.

                                       51
<PAGE>

                  (f)      INTENT TO LIMIT CHARGES TO MAXIMUM LAWFUL RATE. In no
event shall the interest rate or rates payable under this Agreement, plus any
other amounts paid in connection herewith, exceed the highest rate permissible
under any law that a court of competent jurisdiction shall, in a final
determination, deem applicable. Borrowers and the Lender Group, in executing and
delivering this Agreement, intend legally to agree upon the rate or rates of
interest and manner of payment stated within it; provided, however, that,
anything contained herein to the contrary notwithstanding, if said rate or rates
of interest or manner of payment exceeds the maximum allowable under Applicable
Laws, then, ipso facto, as of the date of this Agreement, Borrowers are and
shall be liable only for the payment of such maximum as allowed by law, and
payment received from Borrowers in excess of such legal maximum, whenever
received, shall be applied to reduce the principal balance of the Obligations to
the extent of such excess.

         2.7      CASH MANAGEMENT.

                  (a)      Borrowers shall, and shall cause each of the
Guarantors to, (i) establish and maintain cash management services of a type and
on terms satisfactory to Agent at one or more of the banks set forth on Schedule
2.7(a) (each, a "Cash Management Bank"), and shall immediately after the Closing
Date request in writing and otherwise take such reasonable steps to ensure that
all of their Account Debtors forward payment of the amounts owed by them
directly to such Cash Management Bank, and (ii) deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date
of receipt thereof, all Collections (including those sent directly by their
Account Debtors to a Cash Management Bank or Collections received at a retail
location of any Borrower or any Guarantor) into a bank account in Agent's name
(a "Cash Management Account") at one of the Cash Management Banks.
Notwithstanding any other provision to the contrary, the New AMERCO Notes
Accounts shall not be deemed to be Cash Management Accounts.

                  (b)      The Cash Management Bank maintaining the
Concentration Account and such other Cash Management Banks as may be required by
Agent shall establish and maintain Cash Management Agreements with Agent and
Borrowers, in form and substance acceptable to Agent. Each such Cash Management
Agreement shall provide, among other things, that (i) all items of payment
deposited in such Cash Management Account and proceeds thereof are held by such
Cash Management Bank as agent or bailee-in-possession for Agent, (ii) the Cash
Management Bank has no rights of setoff or recoupment or any other claim against
the applicable Cash Management Account, other than for payment of its service
fees and other charges directly related to the administration of such Cash
Management Account and for returned checks or other items of payment, and (iii)
it immediately will forward by daily sweep all amounts in the applicable Cash
Management Account to the Concentration Account. Upon the occurrence of an Event
of Default and in accordance with the terms of and subject to the conditions set
forth in the Cash Management Agreement applicable to the Concentration Account,
all amounts received in the Concentration Account shall be swept into the
Agent's Account.

                  (c)      So long as no Default or Event of Default has
occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to
add or replace a Cash Management Account Bank or Cash Management Account;
provided, however, that (i) such prospective Cash Management Bank shall be
reasonably satisfactory to Agent and Agent shall have consented in

                                       52
<PAGE>

writing in advance to the opening of such Cash Management Account with the
prospective Cash Management Bank, and (ii) prior to the time of the opening of
such Cash Management Account, Borrowers or Guarantors, as applicable, and such
prospective Cash Management Bank shall have executed and delivered to Agent a
Cash Management Agreement. Borrowers or Guarantor, as applicable, shall close
any of their Cash Management Accounts (and establish replacement cash management
accounts in accordance with the foregoing sentence) promptly and in any event
within 30 days of notice from Agent that the creditworthiness of any Cash
Management Bank is no longer acceptable in Agent's reasonable judgment, or as
promptly as practicable and in any event within 60 days of notice from Agent
that the operating performance, funds transfer, or availability procedures or
performance of the Cash Management Bank with respect to Cash Management Accounts
or Agent's liability under any Cash Management Agreement with such Cash
Management Bank is no longer acceptable in Agent's reasonable judgment.

                  (d)      The Cash Management Accounts shall be cash collateral
accounts, with all cash, checks and similar items of payment in such accounts
securing payment of the Obligations, and in which Borrowers are hereby deemed to
have granted a Lien to Agent.

                  (e)      The parties hereby stipulate and agree that the Loan
Parties shall be allowed to maintain those certain cash collateral accounts for
the benefit of third parties, and in the amounts, set forth on Schedule 2.7(e);
provided, however no Loan Party shall increase the amount held in any such cash
collateral account without the prior written consent of Agent.

                  (f)      In no event shall any Loan Party deposit the proceeds
of any Collateral into any New AMERCO Note Account.

         2.8      CREDITING PAYMENTS. The receipt of any payment item by Agent
(whether from transfers to Agent by the Cash Management Banks pursuant to the
Cash Management Agreements or otherwise) shall not be considered a payment on
account unless such payment item is a wire transfer of immediately available
federal funds made to the Agent's Account or unless and until such payment item
is honored when presented for payment. Should any payment item not be honored
when presented for payment, then Borrowers shall be deemed not to have made such
payment and interest shall be calculated accordingly. Anything to the contrary
contained herein notwithstanding, any payment item shall be deemed received by
Agent only if it is received into the Agent's Account on a Business Day on or
before 11:00 a.m. (California time). If any item is received into the Agent's
Account on a non-Business Day or after 11:00 a.m. (California time) on a
Business Day, it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.

         2.9      DESIGNATED ACCOUNT. Agent is authorized to make the Advances
and the Term Loan, and Issuing Lender is authorized to issue the Letters of
Credit, under this Agreement based upon telephonic or other instructions
received from anyone purporting to be an Authorized Person, or without
instructions if pursuant to Section 2.6(d). Administrative Borrower agrees to
establish and maintain the Designated Account with the Designated Account Bank
for the purpose of receiving the proceeds of the Advances requested by Borrowers
and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and
Administrative Borrower, any Advance, Agent Advance, or Swing Loan requested by
Borrowers and made by Agent or the Lenders hereunder shall be made to the
Designated Account.

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<PAGE>

         2.10     MAINTENANCE OF LOAN ACCOUNT; STATEMENTS OF OBLIGATIONS. Agent
shall maintain an account on its books in the name of Borrowers (the "Loan
Account") on which Borrowers will be charged with the Term Loan, all Advances
(including Agent Advances and Swing Loans) made by Agent, Swing Lender, or the
Lenders to Borrowers or for Borrowers' account, the Letters of Credit issued by
Issuing Lender for Borrowers' account, and with all other payment Obligations
hereunder or under the other Loan Documents (except for Bank Product
Obligations), including, accrued interest, fees and expenses, and Lender Group
Expenses. In accordance with Section 2.8, the Loan Account will be credited with
all payments received by Agent from Borrowers or for Borrowers' account,
including all amounts received in the Agent's Account from any Cash Management
Bank. Agent shall render statements regarding the Loan Account to Administrative
Borrower, including principal, interest, fees, and including an itemization of
all charges and expenses constituting Lender Group Expenses owing, and such
statements, absent manifest error, shall be conclusively presumed to be correct
and accurate and constitute an account stated between Borrowers and the Lender
Group unless, within 30 days after receipt thereof by Administrative Borrower,
Administrative Borrower shall deliver to Agent written objection thereto
describing the error or errors contained in any such statements.

         2.11     FEES. Borrowers shall pay to Agent the following fees and
charges, which fees and charges shall be fully earned and due and non-refundable
when paid (irrespective of whether this Agreement is terminated thereafter):

                  (a)      UNUSED LINE FEE. On the first day of each fiscal
quarter during the term of this Agreement, an unused line fee (the "Unused Line
Fee"), for the benefit of the Lenders with a Revolver Commitment in accordance
with their Pro Rata Shares, in the amount equal to 0.50% per annum times the
result of (a) the Maximum Revolver Amount, less (b) the sum of (i) the average
Daily Balance of Advances that were outstanding during the immediately preceding
fiscal quarter, plus (ii) the average Daily Balance of the Letter of Credit
Usage during the immediately preceding fiscal quarter; provided, however, the
Unused Line Fee shall not begin to accrue until the earlier of the Closing Date
and March 15, 2004,

                  (b)      FEE LETTER FEES. As and when due and payable under
the terms of the Fee Letter, the fees set forth in the Fee Letter, and

                  (c)      AUDIT, APPRAISAL, AND VALUATION CHARGES. Audit,
appraisal, and valuation fees and charges as follows, (i) a fee of $850 per day,
per auditor, plus out-of-pocket expenses for each financial audit of a Borrower
performed by personnel employed by Agent, and (ii) the actual charges paid or
incurred by Agent if it elects to employ the services of one or more third
Persons to perform financial audits of Borrowers, to appraise the Collateral, or
any portion thereof, or to assess a Borrower's business valuation.

         2.12     LETTERS OF CREDIT.

                  (a)      Subject to the terms and conditions of this
Agreement, the Issuing Lender agrees to issue letters of credit for the account
of Borrowers (each, an "L/C") or to purchase participations or execute
indemnities or reimbursement obligations (each such undertaking, an "L/C
Undertaking") with respect to letters of credit issued by an Underlying Issuer
(as of the Closing Date, the prospective Underlying Issuer is to be Wells Fargo)
for the account of

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<PAGE>

Borrowers, including, without limitation, all Letters of Credit outstanding on
the Closing Date and issued by Wells Fargo pursuant to the DIP Loan Agreement.
As of the Closing Date, all Letters of Credit (as defined therein) under the DIP
Loan Agreement are listed on Schedule 2.12 hereof, and such Letters of Credit
shall be deemed to be Letters of Credit issued and outstanding pursuant to the
terms of this Agreement. To request the issuance of an L/C or an L/C Undertaking
(or the amendment, renewal, or extension of an outstanding L/C or L/C
Undertaking), Administrative Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in
advance of the requested date of issuance, amendment, renewal, or extension) a
notice requesting the issuance of an L/C or L/C Undertaking, or identifying the
L/C or L/C Undertaking to be amended, renewed, or extended, the date of
issuance, amendment, renewal, or extension, the date on which such L/C or L/C
Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name
and address of the beneficiary thereof (or of the Underlying Letter of Credit,
as applicable), and such other information as shall be necessary to prepare,
amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing
Lender, Borrowers also shall be an applicant under the application with respect
to any Underlying Letter of Credit that is to be the subject of an L/C
Undertaking. The Issuing Lender shall have no obligation to issue a Letter of
Credit if any of the following would result after giving effect to the requested
Letter of Credit:

                           (i)      the Letter of Credit Usage would exceed the
                  Borrowing Base less the amount of outstanding Advances less
                  the outstanding balance of the Term Loan, or

                           (ii)     the Letter of Credit Usage would exceed
                  $50,000,000, or

                           (iii)    the Letter of Credit Usage would exceed the
                  Maximum Revolver Amount less the then extant amount of
                  outstanding Advances.

                  (b)      Borrowers and the Lender Group acknowledge and agree
that certain Underlying Letters of Credit may be issued to support letters of
credit that already are outstanding as of the Closing Date. Each Letter of
Credit (and corresponding Underlying Letter of Credit) shall be in form and
substance acceptable to the Issuing Lender (in the exercise of its Permitted
Discretion), including the requirement that the amounts payable thereunder must
be payable in Dollars. If Issuing Lender is obligated to advance funds under a
Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to
Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not
later than 11:00 a.m. (California time), on the date that such L/C Disbursement
is made, if Administrative Borrower shall have received written or telephonic
notice of such L/C Disbursement prior to 10:00 a.m. (California time), on such
date, or, if such notice has not been received by Administrative Borrower prior
to such time on such date, then not later than 11:00 a.m. (California time), on
(i) the Business Day that Administrative Borrower receives such notice, if such
notice is received prior to 10:00 a.m. (California time), on the date of
receipt, and, in the absence of reimbursement within such time frame, the L/C
Disbursement immediately and automatically shall be deemed to be an Advance
hereunder and, thereafter, shall bear interest at the rate then applicable to
Advances that are Base Rate Loans under Section 2.6. To the extent an L/C
Disbursement is deemed to be an Advance hereunder, Borrowers' obligation to
reimburse such L/C Disbursement shall be discharged and

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<PAGE>

replaced by the resulting Advance. Promptly following receipt by Agent of any
payment from Borrowers pursuant to this paragraph, Agent shall distribute such
payment to the Issuing Lender or, to the extent that Lenders have made payments
pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such
Lenders and the Issuing Lender as their interest may appear.

                  (c)      Promptly following receipt of a notice of L/C
Disbursement pursuant to Section 2.12(a), each Lender with a Revolver Commitment
agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the
foregoing subsection on the same terms and conditions as if Borrowers had
requested such Advance and Agent shall promptly pay to Issuing Lender the
amounts so received by it from the Lenders. By the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Lender or the Lenders with
a Revolver Commitment, the Issuing Lender shall be deemed to have granted to
each Lender with a Revolver Commitment, and each Lender with a Revolver
Commitment shall be deemed to have purchased, a participation in each Letter of
Credit, in an amount equal to its Pro Rata Share of the Risk Participation
Liability of such Letter of Credit, and each such Lender agrees to pay to Agent,
for the account of the Issuing Lender, such Lender's Pro Rata Share of any
payments made by the Issuing Lender under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender with a Revolver
Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the
account of the Issuing Lender, such Lender's Pro Rata Share of each L/C
Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the
date due as provided in clause (a) of this Section, or of any reimbursement
payment required to be refunded to Borrowers for any reason. Each Lender with a
Revolver Commitment acknowledges and agrees that its obligation to deliver to
Agent, for the account of the Issuing Lender, an amount equal to its respective
Pro Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to
this Section 2.12(c) shall be absolute and unconditional and such remittance
shall be made notwithstanding the occurrence or continuation of an Event of
Default or Default or the failure to satisfy any condition set forth in Section
3 hereof. If any such Lender fails to make available to Agent the amount of such
Lender's Pro Rata Share of any L/C Disbursement made by the Issuing Lender in
respect of such Letter of Credit as provided in this Section, such Lender shall
be deemed to be a Defaulting Lender. Agent (for the account of the Issuing
Lender) shall be entitled to recover such amount on demand from such Lender
together with interest thereon at the Defaulting Lender Rate until paid in full.

                  (d)      Each Borrower hereby agrees to indemnify, save,
defend, and hold the Lender Group harmless from any loss, cost, expense, or
liability, and reasonable attorneys fees incurred by the Lender Group arising
out of or in connection with any Letter of Credit; provided, however, that no
Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
or liability that is caused by the gross negligence or willful misconduct of the
Issuing Lender or any other member of the Lender Group. Each Borrower agrees to
be bound by the Underlying Issuer's regulations and interpretations of any
Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C
issued by Issuing Lender to or for such Borrower's account, even though this
interpretation may be different from such Borrower's own, and each Borrower
understands and agrees that the Lender Group shall not be liable for any error,
negligence, or mistake, whether of omission or commission, in following
Borrowers' instructions or those contained in the Letter of Credit or any
modifications, amendments, or supplements thereto. Each Borrower understands
that the L/C Undertakings may require Issuing Lender to indemnify

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<PAGE>

the Underlying Issuer for certain costs or liabilities arising out of claims by
Borrowers against such Underlying Issuer. Each Borrower hereby agrees to
indemnify, save, defend, and hold the Lender Group harmless with respect to any
loss, cost, expense (including reasonable attorneys fees), or liability incurred
by the Lender Group under any L/C Undertaking as a result of the Lender Group's
indemnification of any Underlying Issuer; provided, however, that no Borrower
shall be obligated hereunder to indemnify for any loss, cost, expense, or
liability that is caused by the gross negligence or willful misconduct of the
Issuing Lender or any other member of the Lender Group.

                  (e)      Each Borrower hereby authorizes and directs any
Underlying Issuer to deliver to the Issuing Lender all instruments, documents,
and other writings and property received by such Underlying Issuer pursuant to
such Underlying Letter of Credit and to accept and rely upon the Issuing
Lender's instructions with respect to all matters arising in connection with
such Underlying Letter of Credit and the related application.

                  (f)      Any and all charges, commissions, fees, and costs
incurred by the Issuing Lender relating to Underlying Letters of Credit shall be
Lender Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrowers to Agent for the account of the Issuing Lender; it
being acknowledged and agreed by each Borrower that, as of the Closing Date, the
usage charge imposed by the prospective Underlying Issuer is .825% per annum
times the face amount of each Underlying Letter of Credit, that such issuance
charge may be changed from time to time, and that the Underlying Issuer also
imposes a schedule of charges for amendments, extensions, drawings, and
renewals.

                  (g)      If by reason of (i) any change after the Closing Date
in any Applicable Law, treaty, rule, or regulation or any change in the
interpretation or application thereof by any Governmental Authority, or (ii)
compliance by the Underlying Issuer or the Lender Group with any direction,
request, or requirement (irrespective of whether having the force of law) of any
Governmental Authority or monetary authority including, Regulation D of the
Federal Reserve Board as from time to time in effect (and any successor
thereto):

                           (i)      any reserve, deposit, or similar requirement
                  is or shall be imposed or modified in respect of any Letter of
                  Credit issued hereunder, or

                           (ii)     there shall be imposed on the Underlying
                  Issuer or the Lender Group any other condition regarding any
                  Underlying Letter of Credit or any Letter of Credit issued
                  pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost
to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter
of Credit or to reduce the amount receivable in respect thereof by the Lender
Group, then, and in any such case, Agent may (and at the direction of the
Required Lenders, Agent shall), at any time within a reasonable period after the
additional cost is incurred or the amount received is reduced, notify
Administrative Borrower, and Borrowers shall pay on demand such amounts as Agent
may specify to be necessary to compensate the Lender Group for such additional
cost or reduced receipt, together with interest on such amount from the date of
such demand until payment in full thereof at the rate then applicable to Base
Rate Loans hereunder. The determination by Agent of any amount

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<PAGE>

due pursuant to this Section, as set forth in a certificate setting forth the
calculation thereof in reasonable detail, shall, in the absence of manifest or
demonstrable error, be final and conclusive and binding on all of the parties
hereto.

         2.13     LIBOR OPTION.

                  (a)      INTEREST AND INTEREST PAYMENT DATES. In lieu of
having interest charged at the rate based upon the Base Rate, Borrowers shall
have the option (the "LIBOR Option") to have interest on all or a portion of the
Advances be charged at a rate of interest based upon the LIBOR Rate. The Term
Loan shall be a LIBOR Rate Loan at all times after the Closing Date until such
time as Agent may elect to convert the Term Loan to a Base Rate Loan upon the
occurrence and during the continuation of an Event of Default. Interest on LIBOR
Rate Loans shall be payable on the earliest of (i) the last day of the Interest
Period applicable thereto, unless the Interest Period is longer than 3 months,
in which case interest shall be payable on (A) each 3-month anniversary of the
commencement date of such Interest Period and (B) the last day of such Interest
Period, (ii) the occurrence of an Event of Default in consequence of which the
Required Lenders or Agent on behalf thereof elect to accelerate the maturity of
all or any portion of the Obligations, or (iii) termination of this Agreement
pursuant to the terms hereof. On the last day of each applicable Interest
Period, unless Administrative Borrower properly has exercised the LIBOR Option
with respect thereto, the interest rate applicable to such LIBOR Rate Loan
automatically shall convert to the rate of interest then applicable to Base Rate
Loans of the same type hereunder. At any time that an Event of Default has
occurred and is continuing, Borrowers no longer shall have the option to request
that Advances or the Term Loan bear interest at the LIBOR Rate and Agent shall
have the right to convert the interest rate on all outstanding LIBOR Rate Loans
to the rate then applicable to Base Rate Loans hereunder.

                  (b)      LIBOR ELECTION.

                           (i)      Administrative Borrower may, at any time and
                  from time to time, so long as no Event of Default has occurred
                  and is continuing, elect to exercise the LIBOR Option by
                  notifying Agent prior to 11:00 a.m. (California time) at least
                  3 Business Days prior to the commencement of the proposed
                  Interest Period (the "LIBOR Deadline"). Notice of
                  Administrative Borrower's election of the LIBOR Option for a
                  permitted portion of the Advances (or, with respect to the
                  selection of a new Interest Period, the Term Loan) and an
                  Interest Period pursuant to this Section shall be made by
                  delivery to Agent of a LIBOR Notice received by Agent before
                  the LIBOR Deadline, or by telephonic notice received by Agent
                  before the LIBOR Deadline (to be confirmed by delivery to
                  Agent of a LIBOR Notice received by Agent prior to 5:00 p.m.
                  (California time) on the same day). Promptly upon its receipt
                  of each such LIBOR Notice, Agent shall provide a copy thereof
                  to each of the Lenders having a Revolver Commitment.

                           (ii)     Each LIBOR Notice shall be irrevocable and
                  binding on Borrowers. In connection with each LIBOR Rate Loan,
                  each Borrower shall indemnify, defend, and hold Agent and the
                  Lenders harmless against any loss, cost, or expense incurred
                  by Agent or any Lender as a result of (a) the payment of any
                  principal of any LIBOR Rate Loan other than on the last day of
                  an Interest

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<PAGE>

                  Period applicable thereto (including as a result of an Event
                  of Default), (b) the conversion of any LIBOR Rate Loan other
                  than on the last day of the Interest Period applicable
                  thereto, or (c) the failure to borrow, convert, continue or
                  prepay any LIBOR Rate Loan on the date specified in any LIBOR
                  Notice delivered pursuant hereto (such losses, costs, and
                  expenses, collectively, "Funding Losses"). Funding Losses
                  shall, with respect to Agent or any Lender, be deemed to equal
                  the amount determined by Agent or such Lender to be the
                  excess, if any, of (i) the amount of interest that would have
                  accrued on the principal amount of such LIBOR Rate Loan had
                  such event not occurred, at the LIBOR Rate that would have
                  been applicable thereto, for the period from the date of such
                  event to the last day of the then current Interest Period
                  therefor (or, in the case of a failure to borrow, convert or
                  continue, for the period that would have been the Interest
                  Period therefor), minus (ii) the amount of interest that would
                  accrue on such principal amount for such period at the
                  interest rate which Agent or such Lender would be offered were
                  it to be offered, at the commencement of such period, Dollar
                  deposits of a comparable amount and period in the London
                  interbank market. A certificate of Agent or a Lender delivered
                  to Administrative Borrower setting forth any amount or amounts
                  that Agent or such Lender is entitled to receive pursuant to
                  this Section shall be conclusive absent manifest error.

                           (iii)    Borrowers shall have not more than 6 LIBOR
                  Rate Loans in effect at any given time. Borrowers only may
                  exercise the LIBOR Option for LIBOR Rate Loans of at least
                  $1,000,000 and integral multiples of $500,000 in excess
                  thereof.

                  (c)      PREPAYMENTS. Borrowers may prepay LIBOR Rate Loans at
any time; provided, however, that in the event that LIBOR Rate Loans are prepaid
on any date that is not the last day of the Interest Period applicable thereto,
including as a result of any automatic prepayment through the required
application by Agent of proceeds of Collections in accordance with Section
2.4(b) or for any other reason, including early termination of the term of this
Agreement or acceleration of all or any portion of the Obligations pursuant to
the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the
Lenders and their Participants harmless against any and all Funding Losses in
accordance with clause (b) above.

                  (d)      SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.

                           (i)      The LIBOR Rate may be adjusted by Agent with
                  respect to any Lender on a prospective basis to take into
                  account any additional or increased costs to such Lender of
                  maintaining or obtaining any eurodollar deposits or increased
                  costs due to changes in Applicable Laws occurring subsequent
                  to the commencement of the then applicable Interest Period,
                  including changes in tax laws (except changes of general
                  applicability in corporate income tax laws) and changes in the
                  reserve requirements imposed by the Board of Governors of the
                  Federal Reserve System (or any successor), excluding the
                  Reserve Percentage, which additional or increased costs would
                  increase the cost of funding loans bearing interest at the
                  LIBOR Rate. In any such event, the affected Lender shall give
                  Administrative Borrower and Agent notice of such a
                  determination and

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<PAGE>

                  adjustment and Agent promptly shall transmit the notice to
                  each other Lender and, upon its receipt of the notice from the
                  affected Lender, Administrative Borrower may, by notice to the
                  affected Lender (y) require such Lender to furnish to
                  Administrative Borrower a statement setting forth the basis
                  for adjusting such LIBOR Rate and the method for determining
                  the amount of such adjustment, or (z) repay the LIBOR Rate
                  Loans with respect to which such adjustment is made (together
                  with any amounts due under clause (b)(ii) above).

                           (ii)     In the event that any change in market
                  conditions or any law, regulation, treaty, or directive, or
                  any change therein or in the interpretation of application
                  thereof, shall at any time after the date hereof, in the
                  reasonable opinion of any Lender, make it unlawful or
                  impractical for such Lender to fund or maintain LIBOR Advances
                  or to continue such funding or maintaining, or to determine or
                  charge interest rates at the LIBOR Rate, such Lender shall
                  give notice of such changed circumstances to Agent and
                  Administrative Borrower and Agent promptly shall transmit the
                  notice to each other Lender and (y) in the case of any LIBOR
                  Rate Loans of such Lender that are outstanding, the date
                  specified in such Lender's notice shall be deemed to be the
                  last day of the Interest Period of such LIBOR Rate Loans, and
                  interest upon the LIBOR Rate Loans of such Lender thereafter
                  shall accrue interest at the rate then applicable to Base Rate
                  Loans, and (z) Borrowers shall not be entitled to elect the
                  LIBOR Option until such Lender determines that it would no
                  longer be unlawful or impractical to do so.

                  (e)      NO REQUIREMENT OF MATCHED FUNDING. Anything to the
contrary contained herein notwithstanding, neither Agent, nor any Lender, nor
any of their Participants, is required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues at
the LIBOR Rate. The provisions of this Section shall apply as if each Lender or
its Participants had match-funded any Obligation as to which interest is
accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest
Period in the amount of the LIBOR Rate Loans.

         2.14     CAPITAL REQUIREMENTS. If, after the date hereof, any Lender
determines that (i) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies, or
any change in the interpretation or application thereof by any Governmental
Authority charged with the administration thereof, or (ii) compliance by such
Lender or its parent bank holding company with any guideline, request or
directive of any such entity regarding capital adequacy (whether or not having
the force of law), will have the effect of reducing the return on such Lender's
or such holding company's capital as a consequence of such Lender's Commitments
hereunder to a level below that which such Lender or such holding company could
have achieved but for such adoption, change, or compliance (taking into
consideration such Lender's or such holding company's then existing policies
with respect to capital adequacy and assuming the full utilization of such
entity's capital) by any amount deemed by such Lender to be material, then such
Lender may notify Administrative Borrower and Agent thereof. Following receipt
of such notice, Borrowers agree to pay such Lender on demand the amount of such
reduction of return of capital as and when such reduction is determined, payable
within 90 days after presentation by such Lender of a statement in the amount
and setting forth in reasonable detail such Lender's calculation thereof and the

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<PAGE>

assumptions upon which such calculation was based (which statement shall be
deemed true and correct absent manifest error). In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

         2.15     JOINT AND SEVERAL LIABILITY OF BORROWERS.

                  (a)      Each Borrower is accepting joint and several
liability hereunder and under the other Loan Documents in consideration of the
financial accommodations to be provided by the Agent and the Lenders under this
Agreement, for the mutual benefit, directly and indirectly, of each Borrower and
in consideration of the undertakings of the other Borrowers to accept joint and
several liability for the Obligations.

                  (b)      Each Borrower, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Borrowers, with respect to
the payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under this Section 2.15), it being the
intention of the parties hereto that all the Obligations shall be the joint and
several obligations of each Borrower without preferences or distinction among
them.

                  (c)      If and to the extent that any Borrower shall fail to
make any payment with respect to any of the Obligations as and when due or to
perform any of the Obligations in accordance with the terms thereof, then in
each such event the other Borrowers will make such payment with respect to, or
perform, such Obligation.

                  (d)      The Obligations of each Borrower under the provisions
of this Section 2.15 constitute the absolute and unconditional, full recourse
Obligations of each Borrower enforceable against each such Borrower to the full
extent of its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.

                  (e)      Except as otherwise expressly provided in this
Agreement, each Borrower hereby waives notice of acceptance of its joint and
several liability, notice of any Advances or Letters of Credit issued under or
pursuant to this Agreement, notice of the occurrence of any Default, Event of
Default, or of any demand for any payment under this Agreement, notice of any
action at any time taken or omitted by Agent or Lenders under or in respect of
any of the Obligations, any requirement of diligence or to mitigate damages and,
generally, to the extent permitted by Applicable Laws, all demands, notices and
other formalities of every kind in connection with this Agreement (except as
otherwise provided in this Agreement). Each Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of
any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other
action or acquiescence by Agent or Lenders at any time or times in respect of
any default by any Borrower in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by Agent or Lenders in respect of any of the Obligations,
and the taking, addition, substitution or release, in whole or in part, at any
time or times, of any security for any of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower. Without limiting
the generality of the foregoing, each

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<PAGE>

Borrower assents to any other action or delay in acting or failure to act on the
part of any Agent or Lender with respect to the failure by any Borrower to
comply with any of its respective Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy
or to comply fully with Applicable Laws or regulations thereunder, which might,
but for the provisions of this Section 2.15, afford grounds for terminating,
discharging or relieving any Borrower, in whole or in part, from any of its
Obligations under this Section 2.15, it being the intention of each Borrower
that, so long as any of the Obligations hereunder remain unsatisfied, the
Obligations of such Borrower under this Section 2.15 shall not be discharged
except by performance and then only to the extent of such performance. The
Obligations of each Borrower under this Section 2.15 shall not be diminished or
rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to any Borrower
or any Agent or Lender. The joint and several liability of the Persons composing
Borrowers hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
constitution or place of formation of any of the Persons composing Borrowers or
any Agent or Lender.

                  (f)      Each Borrower represents and warrants to Agent and
Lenders that such Borrower is currently informed of the financial condition of
Borrowers and of all other circumstances which a diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. Each Borrower
further represents and warrants to Agent and Lenders that such Borrower has read
and understands the terms and conditions of the Loan Documents. Each Borrower
hereby covenants that such Borrower will continue to keep informed of Borrowers'
financial condition, the financial condition of other guarantors, if any, and of
all other circumstances which bear upon the risk of nonpayment or nonperformance
of the Obligations.

                  (g)      The provisions of this Section 2.15 are made for the
benefit of the Agent, the Lenders and their respective successors and assigns,
and may be enforced by it or them from time to time against any or all of
Borrowers as often as occasion therefor may arise and without requirement on the
part of any such Agent, Lender, successor or assign first to marshal any of its
or their claims or to exercise any of its or their rights against any of the
other Borrowers or to exhaust any remedies available to it or them against any
of the other Borrowers or to resort to any other source or means of obtaining
payment of any of the Obligations hereunder or to elect any other remedy. The
provisions of this Section 2.15 shall remain in effect until all of the
Obligations shall have been paid in full. If at any time, any payment, or any
part thereof, made in respect of any of the Obligations, is rescinded or must
otherwise be restored or returned by any Agent or Lender upon the insolvency,
bankruptcy or reorganization of any Borrower, or otherwise, the provisions of
this Section 2.15 will forthwith be reinstated in effect, as though such payment
had not been made.

                  (h)      Each Borrower hereby agrees that it will not enforce
any of its rights of contribution or subrogation against the other Borrowers
with respect to any liability incurred by it hereunder or under any of the other
Loan Documents, any payments made by it to Agent or the Lenders with respect to
any of the Obligations or any collateral security therefor until such time as
all of the Obligations have been paid in full in cash. Any claim which any
Borrower may have against any other Borrower with respect to any payments to
Agent or Lender hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of

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payment, without limitation as to any increases in the Obligations arising
hereunder or thereunder, to the prior payment in full in cash of the Obligations
and, in the event of any insolvency, bankruptcy, receivership, liquidation,
reorganization or other similar proceeding under the laws of any jurisdiction
relating to any Borrower, its debts or its assets, whether voluntary or
involuntary, all such Obligations shall be paid in full in cash before any
payment or distribution of any character, whether in cash, securities or other
property, shall be made to any other Borrower therefor.

                  (i)      Each Borrower hereby agrees that, after the
occurrence and during the continuance of any Default or Event of Default, the
payment of any amounts due with respect to the indebtedness owing by any
Borrower to any other Borrower is hereby subordinated to the prior payment in
full in cash of the Obligations. Each Borrower hereby agrees that after the
occurrence and during the continuance of any Default or Event of Default, such
Borrower will not demand, sue for or otherwise attempt to collect any
indebtedness of any other Borrower owing to such Borrower until the Obligations
shall have been paid in full in cash. If, notwithstanding the foregoing
sentence, such Borrower shall collect, enforce or receive any amounts in respect
of such indebtedness, such amounts shall be collected, enforced and received by
such Borrower as trustee for the Agent, and the Agent shall deliver any such
amounts to Agent for application to the Obligations in accordance with Section
2.4(b).

         2.16     REGISTERED NOTES. Agent agrees to record each Advance and each
Lender's Term Loan on the Register referenced in Section 14.1(h). Each Advance
and each Lender's Term Loan recorded on the Register (each a "Registered Loan")
may not be evidenced by promissory notes other than Registered Notes (as defined
below). Upon the registration of any Advance or any Lender's Term Loan,
Borrowers agree at the request of any Lender, to execute and deliver to such
Lender a promissory note, in conformity with the terms of this Agreement, in
registered form to evidence such Registered Loan, in form and substance
reasonably satisfactory to such Lender, and registered as provided in Section
14.1(h) (a "Registered Note"), payable to the order of such Lender and otherwise
duly completed, provided that any Registered Note issued to evidence Advances or
any Lender's Term Loan shall be issued in the principal amount of the applicable
Lender's Revolver Commitment or Term Loan Commitment. Once recorded on the
Register, each Advance and each Lender's Term Loan may not be removed from the
Register so long as it or they remain outstanding, and a Registered Note may not
be exchanged for a promissory note that it is not a Registered Note.

3.       CONDITIONS; TERM OF AGREEMENT.

         3.1      CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT. The
obligation of the Lender Group (or any member thereof) to make the initial
Advance (or otherwise to extend any credit provided for hereunder), is subject
to the fulfillment, to the satisfaction of the Lender Group, of each of the
conditions precedent set forth below:

                  (a)      the Closing Date shall occur on or before April 1,
2004;

                  (b)      Agent shall have received one or more Uniform
Commercial Code filing authorization letters, duly executed by each Loan Party
or their representative, together with appropriate financing statements on Form
UCC-1 and PPSA financing statements duly filed in

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such office or offices as may be necessary or, in the opinion of Agent,
desirable to perfect Agent's Liens in and to the Collateral of such Loan Party,
and the Agent shall have received confirmation of the filing of all such
financing statements;

                  (c)      Agent shall have received Uniform Commercial Code,
tax and judgment lien searches confirming the absence of, and mortgage releases,
termination statements and other release documents from JPMorgan and any other
Person necessary to release any Liens on the Collateral, other than the
Permitted Liens;

                  (d)      Agent shall have received each of the following
documents, in form and substance reasonably satisfactory to Agent, duly
executed, and each such document shall be in full force and effect:

                           (i)      the Agency Letter,

                           (ii)     the Cash Management Agreements,

                           (iii)    the Collateral Access Agreements with
                  respect to the locations set forth on Schedule 3.1(d),

                           (iv)     the Consents,

                           (v)      the Control Agreement for the Concentration
                  Account,

                           (vi)     the Copyright Security Agreement,

                           (vii)    the Disbursement Letter,

                           (viii)   the Due Diligence Letter,

                           (ix)     the Environmental Indemnity Agreements,

                           (x)      the Fee Letter,

                           (xi)     the Guarantor Security Agreement, which
                  shall, among other things, grant Agent a Lien on the
                  Reservation Management System,

                           (xii)    the Guaranty,

                           (xiii)   the Term Loan B Intercreditor Agreement,

                           (xiv)    the Mortgages and related fixture filings,

                           (xv)     the Officers' Certificate,

                           (xvi)    the Patent and Trademark Security Agreement,

                           (xvii)   the Quebec Security Documents,

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<PAGE>

                           (xviii)  the Release of Claims, and

                           (xix)    the Stock Pledge Agreement, together with
                  all certificates representing the shares of Stock pledged
                  thereunder, as well as Stock powers with respect thereto
                  endorsed in blank.

                  (e)      Agent shall have received a certificate from the
secretary of each Borrower attesting to the resolutions of such Borrower's Board
of Directors authorizing its execution, delivery, and performance of this
Agreement and the other Loan Documents to which such Borrower is a party and
authorizing specific officers of such Borrower to execute the same;

                  (f)      Agent shall have received copies of each Borrower's
Governing Documents, as amended, modified, or supplemented to the Closing Date,
certified by the Secretary of such Borrower and by the appropriate officer of
the jurisdiction of organization of such Borrower;

                  (g)      Agent shall have received a certificate of status
with respect to each Borrower, dated within 30 days of the Closing Date, such
certificate to be issued by the appropriate officer of the jurisdiction of
organization of such Borrower, which certificate shall indicate that such
Borrower is in good standing in such jurisdiction;

                  (h)      Agent shall have received certificates of status with
respect to each Borrower, each dated within 30 days of the Closing Date, such
certificates to be issued by the appropriate officer of the jurisdictions (other
than the jurisdiction of organization of such Borrower) in which its failure to
be duly qualified or licensed would constitute a Material Adverse Change, which
certificates shall indicate that such Borrower is in good standing in such
jurisdictions;

                  (i)      Agent shall have received a certificate from the
Secretary of each Guarantor attesting to the resolutions of such Guarantor's
Board of Directors authorizing its execution, delivery, and performance of the
Loan Documents to which such Guarantor is a party and authorizing specific
officers of such Guarantor to execute the same;

                  (j)      Agent shall have received copies of each Guarantor's
Governing Documents, as amended, modified, or supplemented to the Closing Date,
certified by the Secretary of such Guarantor and by the appropriate officer of
the jurisdiction of organization of such Guarantor;

                  (k)      Agent shall have received a certificate of status
with respect to each Guarantor, dated within 30 days of the Closing Date, such
certificate to be issued by the appropriate officer of the jurisdiction of
organization of such Guarantor, which certificate shall indicate that such
Guarantor is in good standing in such jurisdiction;

                  (l)      Agent shall have received certificates of status with
respect to each Guarantor, each dated within 30 days of the Closing Date, such
certificates to be issued by the appropriate officer of the jurisdictions (other
than the jurisdiction of organization of such Guarantor) in which its failure to
be duly qualified or licensed would constitute a Material

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<PAGE>

Adverse Change, which certificates shall indicate that such Guarantor is in good
standing in such jurisdictions;

                  (m)      Agent shall have received a certificate of insurance,
together with the endorsements thereto, as are required by Section 6.8, the form
and substance of which shall be reasonably satisfactory to Agent and its
counsel;

                  (n)      Agent shall have received opinions of Borrowers'
counsel (including any special counsel for real estate matters) in form and
substance reasonably satisfactory to the Lender Group, including without
limitation an opinion from Borrowers' counsel with respect to Vehicle perfection
matters and opinions from Agent's various local counsel as Agent may reasonably
request;

                  (o)      Agent shall have received reasonably satisfactory
evidence (including a certificate of the chief financial officer or other senior
officer of Parent) that all tax returns required to be filed by Borrowers and
their Subsidiaries have been timely filed and all taxes upon Borrowers and their
Subsidiaries or their respective properties, assets, income, and franchises
(including Real Property taxes, sales taxes and payroll taxes) have been paid
not less than 30 days before the earlier of (a) delinquency or (b) the
imposition of any additional amounts, fines or penalties or before the
expiration of any extension period, except such taxes that are the subject of a
Permitted Protest or for which a Title Reserve has been established;

                  (p)      Borrowers shall have the Required Availability after
giving effect to the initial extensions of credit hereunder;

                  (q)      The Lender Group shall have completed its business,
legal, and collateral due diligence, including an investigation of the business,
assets, operations, properties (including compliance with FIRREA), condition
(financial or otherwise), contingent liabilities, prospects and Material
Contracts, and verification of Borrowers' representations and warranties to the
Lender Group, the results of which shall be reasonably satisfactory to the
Lender Group;

                  (r)      Agent shall have received evidence that, upon the
making of the initial Advance and Term Loan hereunder, (i) Borrowers shall have
sufficient funds to pay (A) all outstanding Obligations (as defined therein)
under the DIP Loan Agreement, (B) all fees set forth in the Fee Letter and
hereunder, (C) all Lender Group Expenses incurred in connection with the
transactions evidenced by this Agreement and (D) all other obligations required
to be paid pursuant to the Reorganization Plan on the Effective Date, and (ii)
all such obligations set forth in clause (i) shall be paid in full with the
initial Advance and Term Loan;

                  (s)      Agent shall have received mortgagee title insurance
policies (or marked commitments to issue the same) for the Real Property
Collateral issued by a title insurance company reasonably satisfactory to Agent
(each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts
reasonably satisfactory to Agent assuring Agent that the Mortgages on such Real
Property Collateral owned by a Loan Party are valid and enforceable first
priority mortgage Liens on such Real Property Collateral owned by a Loan Party
free and clear of all defects and encumbrances except Permitted Liens, and the
Mortgage Policies otherwise shall be in form and substance reasonably
satisfactory to Agent;

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<PAGE>

                  (t)      Agent shall have received executed copies of (i) each
Material Contract, (ii) each Affiliate Contract, and (iii) each contract between
any Loan Party, on the one hand, or any of SAC Holding, SSI, PMSR or PM
Preferred, on the other hand (which, as of the Closing Date, are all of the
contracts listed on Schedule 3.1(t)), and a complete list of each Borrower's
Subsidiaries, together with a certificate of the Secretary of Administrative
Borrower certifying each such document as being a true, correct, and complete
copy thereof;

                  (u)      Borrowers shall have received all licenses, approvals
or evidence of other actions required by any Governmental Authority in
connection with the execution and delivery by Borrowers of this Agreement or any
other Loan Document or with the consummation of the transactions contemplated
hereby and thereby;

                  (v)      Borrowers and Guarantors shall have (i) completed the
procedures set forth in Section 5.25 for the registration of all Certificates of
Title, naming Agent as the first priority lienholder, with the States of
Arizona, Alaska and Hawaii and the delivery of such original Certificates of
Title after registration thereof to Roberta Holmes or Joan Gibson at Parent's
location at 2727 North Central, Phoenix, Arizona 85004, (ii) delivered to Agent
evidence of approval from the State of Arizona for Borrowers to process and
register the Certificates of Title, in form and substance reasonably
satisfactory to Agent, and (iii) delivered to Agent a fidelity insurance policy
naming Agent as loss payee or bond endorsed to Agent, in each case in form and
substance reasonably satisfactory to Agent;

                  (w)      Agent shall have received Schedule 3.1(w) from
Borrowers and Guarantors setting forth the book values of all box-trucks, cargo
vans and pickup trucks owned by the Loan Parties as of the Closing Date, subject
to Agent's first priority Liens, in form acceptable to Agent;

                  (x)      Agent shall have received Borrowers' Closing Date
Business Plan;

                  (y)      the Confirmation Order, in form and substance
reasonably satisfactory to Agent, approving the transactions contemplated hereby
shall have been entered by the Court and Agent shall have received a certified
copy of such Confirmation Order and such Confirmation Order shall not have been
reversed, stayed, amended or otherwise modified;

                  (z)      all of the conditions set forth in the Confirmation
Order and the Reorganization Plan for the Effective Date shall have been
satisfied;

                  (aa)     Agent shall have received copies of the New AMERCO
Note Documents and the Term Loan B Note Documents, each duly executed by the
parties thereto;

                  (bb)     Agent shall have received evidence that Parent is in
good standing with, and duly listed on, Nasdaq and that the common stock of
Parent is traded on Nasdaq without restriction;

                  (cc)     there shall not have been any changes in the senior
management of Parent after the Closing Date (as defined therein) of the DIP Loan
Agreement; and

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<PAGE>

                  (dd)     all other documents and legal matters in connection
with the transactions contemplated by this Agreement shall have been delivered,
executed, or recorded and shall be in form and substance reasonably satisfactory
to the Lender Group.

         3.2      CONDITIONS SUBSEQUENT TO THE INITIAL EXTENSION OF CREDIT. The
obligation of the Lender Group (or any member thereof) to continue to make
Advances (or otherwise extend credit hereunder) is subject to the fulfillment,
on or before the date applicable thereto, of each of the conditions subsequent
set forth below (the failure by Borrowers to so perform or cause to be performed
constituting an Event of Default):

                  (a)      within 30 days of the Closing Date, Borrowers shall
deliver to Agent certified copies of the policies of insurance, together with
the endorsements thereto, as are required by Section 6.8, the form and substance
of which shall be reasonably satisfactory to Agent and its counsel;

                  (b)      within 90 days of the Closing Date or such longer
time period thereafter as may be acceptable to Agent, Borrowers shall deliver to
Agent all Cash Management Agreements, duly executed and in full force and
effect, requested by Agent in its Permitted Discretion;

                  (c)      within 45 days of the Closing Date or such longer
time period thereafter as may be acceptable to Agent, Borrowers shall deliver to
Agent the Credit Card Agreements duly executed by the applicable credit card
processors and in full force and effect, the form and substance of which are
reasonably satisfactory to Agent;

                  (d)      within 60 days of the Closing Date, Borrowers shall
have received and delivered to Agent zoning letters, in form and substance
acceptable to Agent, duly executed by the appropriate Governmental Authorities,
for the Real Property Collateral located at the locations on Schedule 3.2(d);
and

                  (e)      within 60 days of the Closing Date, Agent shall have
received subordination, non-disturbance and attornment agreements duly executed
by the applicable Loan Party and tenant in favor of Agent with respect to the
properties set forth on Schedule 3.2(e), the form and substance of which are
reasonably satisfactory to Agent.

         3.3      CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT. The
obligation of the Lender Group (or any member thereof) to make all Advances (or
to extend any other credit hereunder, other than Advances that are deemed to be
made pursuant to Section 2.12(b) with respect to any unreimbursed L/C
Disbursement for a funded Letter of Credit) shall be subject to the following
conditions precedent:

                  (a)      the representations and warranties contained in this
Agreement and the other Loan Documents shall be true and correct in all material
respects on and as of the date of such extension of credit, as though made on
and as of such date (except to the extent that such representations and
warranties relate solely to an earlier date);

                  (b)      no Default or Event of Default shall have occurred
and be continuing on the date of such extension of credit, nor shall either
result from the making thereof;

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<PAGE>

                  (c)      no injunction, writ, restraining order, or other
order of any nature prohibiting, directly or indirectly, the extending of such
credit shall have been issued and remain in force by any Governmental Authority
against any Borrower, Agent, any Lender, or any of their Affiliates;

                  (d)      except as otherwise set forth in Section 5.11(b), no
Material Adverse Change shall have occurred; and

                  (e)      Agent shall have a first priority perfected Lien in
the Collateral except for Permitted Liens.

         3.4      TERM. This Agreement shall become effective upon the execution
and delivery hereof by Borrowers, Agent and the Lenders and, subject to Section
3.5, shall continue in full force and effect for a term ending on the date (the
"Maturity Date") that is earliest of (a) February 27, 2009, or (b) the date of
termination of this Agreement by Agent or the Required Lenders upon the
occurrence and during the continuation of an Event of Default.

         3.5      EFFECT OF TERMINATION. On the date of termination of this
Agreement, all Obligations (including contingent reimbursement obligations of
Borrowers with respect to any outstanding Letters of Credit but excluding all
Bank Product Obligations unless so requested by the Bank Product Provider) shall
immediately become due and payable without notice or demand (including (a)
either (i) providing cash collateral to be held by Agent for the benefit of
those Lenders with a Revolver Commitment in an amount equal to 105% of the then
extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to
be returned to the Issuing Lender, and (b) if the Bank Product Provider so
requests, providing cash collateral (in an amount determined by the applicable
Bank Product Provider to satisfy the reasonably estimated credit exposure) to be
held by Agent for the benefit of the Bank Product Providers with respect to the
then extant Bank Product Obligations). No termination of this Agreement,
however, shall relieve or discharge Borrowers of their duties, Obligations, or
covenants hereunder and the Agent's Liens in the Collateral shall remain in
effect until all Obligations have been fully and finally discharged and the
Lender Group's obligations to provide additional credit hereunder have been
terminated. When this Agreement has been terminated and all of the Obligations
have been fully and finally discharged and the Lender Group's obligations to
provide additional credit under the Loan Documents have been terminated
irrevocably, Agent will, at Borrowers' sole expense, execute and deliver any
Uniform Commercial Code termination statements, lien releases, mortgage
releases, re-assignments of trademarks, Vehicle registration releases,
discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) as are reasonably necessary
to release, as of record, the Agent's Liens and all notices of security
interests and liens previously filed by Agent with respect to the Obligations.

         3.6      EARLY TERMINATION BY BORROWERS. Borrowers have the option, at
any time upon 30 days' prior written notice by Administrative Borrower to Agent,
to terminate this Agreement by paying to Agent, for the benefit of the Lender
Group and the Bank Product Providers, in cash on the applicable termination
date, the Obligations (including (a) either (i) providing cash collateral to be
held by Agent for the benefit of those Lenders with a Revolver Commitment in an
amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing
the original Letters of Credit to be returned to the Issuing Lender, and (b)
providing cash collateral (in an

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<PAGE>

amount determined by the applicable Bank Product Provider as sufficient to
satisfy the reasonably estimated credit exposure) to be held by Agent for the
benefit of the Bank Product Providers with respect to the then extant Bank
Product Obligations), in full, together with the Applicable Prepayment Premium,
to be allocated among the Lenders in accordance with their Pro Rata Shares. If
Administrative Borrower has sent a notice of termination pursuant to the
provisions of this Section, then the Commitments shall terminate and Borrowers
shall be obligated to repay the Obligations (including (a) either (i) providing
cash collateral to be held by Agent for the benefit of those Lenders with a
Revolver Commitment in an amount equal to 105% of the then extant Letter of
Credit Usage, or (ii) causing the original Letters of Credit to be returned to
the Issuing Lender, and (b) providing cash collateral to be held by Agent for
the benefit of the Bank Product Providers with respect to the then extant Bank
Product Obligations), in full, together with the Applicable Prepayment Premium,
on the date set forth as the date of termination of this Agreement in such
notice. In the event of the termination of this Agreement and repayment of the
Obligations at any time prior to the Maturity Date, for any other reason,
including (1) termination upon the election of the Required Lenders to terminate
after the occurrence of an Event of Default, (2) foreclosure and sale of
Collateral, (3) sale of the Collateral in any Insolvency Proceeding, or (4)
restructure, reorganization or compromise of the Obligations by the confirmation
of a plan of reorganization, or any other plan of compromise, restructure, or
arrangement in any Insolvency Proceeding, then, in view of the impracticability
and extreme difficulty of ascertaining the actual amount of damages to the
Lender Group or profits lost by the Lender Group as a result of such early
termination, and by mutual agreement of the parties as to a reasonable
estimation and calculation of the lost profits or damages of the Lender Group,
Borrowers shall pay the Applicable Prepayment Premium to Agent to be allocated
among the Lenders in accordance with their Pro Rata Shares, measured as of the
date of such termination.

4.       CREATION OF SECURITY INTEREST.

         4.1      GRANT OF SECURITY INTEREST. Each Borrower hereby grants to
Agent, for the benefit of the Lender Group and the Bank Product Providers, a
continuing first priority perfected security interest in all of its right,
title, and interest in all currently existing and hereafter acquired or arising
Personal Property Collateral in order to secure prompt repayment of any and all
of the Obligations in accordance with the terms and conditions of the Loan
Documents and in order to secure prompt performance by Borrowers of each of
their covenants and duties under the Loan Documents. The Agent's Liens in and to
the Personal Property Collateral shall attach to all Personal Property
Collateral without further act on the part of Agent or Borrowers. Anything
contained in this Agreement or any other Loan Document to the contrary
notwithstanding, except for Permitted Dispositions, Borrowers have no authority,
express or implied, to dispose of any item or portion of the Collateral.

         4.2      NEGOTIABLE COLLATERAL AND CHATTEL PAPER. Each Borrower
covenants and agrees with Agent that from and after the Closing Date and until
the date of termination of this Agreement in accordance with Section 3.5:

                  (a)      In the event that any Collateral, including proceeds,
is evidenced by or consists of Negotiable Collateral of any Borrower, and if and
to the extent that perfection of priority of Agent's security interest with
respect to such Collateral is dependent on or enhanced

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by possession, the applicable Borrower, immediately upon the request of Agent,
shall endorse and deliver physical possession of such Negotiable Collateral to
Agent;

                  (b)      Upon request by Agent, each Borrower shall take all
steps reasonably necessary to grant Agent control of all electronic Chattel
Paper of such Borrower in accordance with the Code and all "transferable
records" as defined in each of the Uniform Electronic Transactions Act and the
Electronic Signatures in Global and National Commerce Act; and

                  (c)      In the event any Borrower, with Agent's consent,
retains possession of any Chattel Paper or instruments otherwise required to be
endorsed and delivered to Agent pursuant to Section 4.2(a), all of such Chattel
Paper and instruments shall be marked with the following legend: "This writing
and the obligations evidenced or secured thereby are subject to the security
interest of Wells Fargo Foothill, Inc., as Agent."

         4.3      COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES, AND NEGOTIABLE
COLLATERAL. At any time after the occurrence and during the continuation of an
Event of Default, Agent or Agent's designee may (a) notify Account Debtors of
Borrowers that Borrowers' Accounts, Chattel Paper, or General Intangibles (other
than the Excluded Assets) have been assigned to Agent or that Agent has a
security interest therein, or (b) collect Borrowers' Accounts, Chattel Paper, or
General Intangibles (other than the Excluded Assets) directly and charge the
collection costs and expenses to the Loan Account. Each Borrower agrees that it
will hold in trust for the Lender Group, as the Lender Group's trustee, any
Collections that it receives and immediately will deliver said Collections to
Agent or a Cash Management Bank in their original form as received by the
applicable Borrower.

         4.4      DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED. Each Borrower
hereby authorizes Lender to file, transmit, or communicate, as applicable,
Uniform Commercial Code financing statements and amendments describing the
Collateral as "all personal property of debtor" or "all assets of debtor" or
words of similar effect in order to perfect Agent's Liens on the Collateral
without any Borrower's signature, to the extent permitted by Applicable Laws;
provided, however, Agent shall clearly identify Excluded Assets as excepted
items. Notwithstanding the foregoing, at any time upon the request of Agent,
Borrowers shall execute and deliver to Agent any and all financing statements,
original financing statements in lieu of continuation statements, fixture
filings, security agreements, pledges, assignments, endorsements of certificates
of title, supplements, and all other documents (the "Additional Documents") upon
which a Borrower's signature may be required that Agent may request in its
Permitted Discretion, in form and substance reasonably satisfactory to Agent, to
perfect and continue perfection of or better perfect the Agent's Liens in the
Collateral (whether now owned or hereafter arising or acquired), to create and
perfect Liens in favor of Agent in any Real Property acquired after the Closing
Date, and in order to fully consummate all of the transactions contemplated
hereby and under the other Loan Documents. To the maximum extent permitted by
Applicable Laws, each Borrower authorizes Agent to execute any such Additional
Documents in the applicable Borrower's name and authorize Agent to file such
executed Additional Documents in any appropriate filing office, and Agent shall
provide Administrative Borrower with copies of any such filings; provided,
however, that the failure by Agent to so provide such filings shall not affect
the authorizations herein. Each Borrower also hereby ratifies its authorization
for Agent to have filed in any jurisdiction any Uniform Commercial Code

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<PAGE>

financing statements or amendments thereto if filed prior to the Closing Date.
No Borrower shall terminate, amend or file a correction statement with respect
to any Uniform Commercial Code financing statement filed pursuant to this
Section 4.4 without Agent's prior written consent. In addition, on a quarterly
basis as Agent shall require, Borrowers shall (a) cause all patents, copyrights,
and trademarks acquired or generated by Borrowers that are not already the
subject of a registration with the appropriate filing office (or an application
therefor diligently prosecuted) to be registered with such appropriate filing
office in a manner sufficient to impart constructive notice of Borrowers'
ownership thereof, and (b) cause to be prepared, executed, and delivered to
Agent supplemental schedules to the applicable Loan Documents to identify such
patents, copyrights, and trademarks as being subject to the security interests
created thereunder. Administrative Borrower shall provide Agent with notice that
any Borrower or any Guarantor has made a Permitted Investment of the type
described in clause (e), (g) or (l) of the definition of "Permitted Investment"
promptly, but in any event within 5 Business Days, following the consummation
thereof and, upon the request of Agent, the relevant Loan Party shall execute
and deliver (or cause to be executed and delivered to Agent) any and all
Additional Documents requested by Agent to perfect the Agent's Liens in such
Permitted Investment.

         4.5      POWER OF ATTORNEY. Each Borrower hereby irrevocably makes,
constitutes, and appoints Agent (and any of Agent's officers, employees, or
agents designated by Agent) as such Borrower's true and lawful attorney, with
power to (a) if such Borrower refuses to execute and deliver, or fails timely to
execute and deliver any of the documents described in Section 4.4, sign the name
of such Borrower on any of the documents described in Section 4.4, (b) at any
time that an Event of Default has occurred and is continuing, sign such
Borrower's name on any invoice or bill of lading relating to the Collateral,
drafts against Account Debtors of such Borrower, or notices to such Account
Debtors, (c) send requests for verification of such Borrower's Accounts, (d)
endorse such Borrower's name on any Collection item that may come into the
Lender Group's possession, (e) at any time that an Event of Default has occurred
and is continuing, make, settle, and adjust all claims under such Borrower's
policies of insurance and make all determinations and decisions with respect to
such policies of insurance, and (f) at any time that an Event of Default has
occurred and is continuing, settle and adjust disputes and claims respecting
such Borrower's Accounts, Chattel Paper, or General Intangibles other than the
Excluded Assets directly with Account Debtors of such Borrower, for amounts and
upon terms that Agent determines to be reasonable, and Agent may cause to be
executed and delivered any documents and releases that Agent determines to be
necessary. The appointment of Agent as each Borrower's attorney, and each and
every one of its rights and powers, being coupled with an interest, is
irrevocable until all of the Obligations have been fully and finally repaid and
performed and the Lender Group's obligations to extend credit hereunder are
terminated.

         4.6      RIGHT TO INSPECT.

(a) Agent (through its officers, employees, or agents) shall have the right to,
and at the request of the Required Lenders shall, from time to time hereafter,
inspect Borrowers' Books and records and to check, test, and appraise the
Collateral in order to verify Borrowers' financial condition or the amount,
quality, value, condition of, or any other matter relating to, the Collateral;
provided, however, that so long as an Event of Default does not exist, any such
inspection shall occur only during normal business hours. Absent the occurrence
and continuance of an Event of Default during such calendar year, Agent may, and
at the request of

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the Required Lenders shall, require appraisals in each calendar year of only
those parcels of Real Property constituting the lesser of (i) up to 20% of the
Fair Market Valuation of Real Property Collateral (as determined by Agent in its
Permitted Discretion) or (ii) up to 100 parcels of Real Property Collateral per
calendar year; provided, however, that if Agent determines, in its Permitted
Discretion, that there has been a significant decrease in the Fair Market
Valuation of Real Property Collateral, Agent may, and at the request of the
Required Lenders shall, require appraisals of all parcels of Real Property
Collateral or such lesser amount as may be determined by Agent in its Permitted
Discretion per calendar year.

         (b)      Borrowers acknowledge and agree that, at the expense of
Borrowers, Agent shall have the right to conduct, on a quarterly basis or more
frequently if an Event of Default exists, an independent inspection of 5% of the
Certificates of Title then on hand with any appropriate Governmental Authority
in order to verify the accuracy and completeness of any information contained on
such Certificates of Title and compliance with this Agreement; provided,
however, that if Agent determines, in its Permitted Discretion, that there are
significant errors or discrepancies in the Certificates of Title or
non-compliance with this Agreement, Agent and the Lenders shall, at the expense
of Borrowers, have the right to conduct an independent inspection of all of
Certificates of Title or such lesser amount as may be determined by Agent in its
Permitted Discretion. Borrowers shall, or shall cause Guarantors to, deliver to
Agent (or its designees) any power of attorney or other document that may be
requested by Agent or required by such Governmental Authority in connection
therewith. Borrowers acknowledge that such inspection may be conducted by
employees of Agent or any third party retained by Agent for such purposes.

         4.7      CONTROL AGREEMENTS. Each Borrower agrees that it will not
transfer assets out of any Securities Accounts other than as permitted under
Section 7.19 and, if to another securities intermediary, unless each of the
applicable Borrower, Agent, and the substitute securities intermediary have
entered into a Control Agreement. No arrangement contemplated hereby or by any
Control Agreement in respect of any Securities Accounts or other Investment
Property of Borrowers shall be modified by Borrowers without the prior written
consent of Agent. Upon the occurrence and during the continuance of a Default or
Event of Default, Agent may notify any securities intermediary to liquidate the
applicable Securities Account or any related Investment Property maintained or
held thereby and remit the proceeds thereof to the Agent's Account.

         4.8      COMMERCIAL TORT CLAIMS. Borrowers shall promptly notify Agent
in writing in the event any Borrower shall incur or otherwise obtain a
Commercial Tort Claim in excess of $100,000 after the Closing Date against any
third party and, upon the request of Agent, shall promptly amend Schedule C-1,
authorize the filing of additional Uniform Commercial Code financing statements
or amendments to existing Uniform Commercial Code financing statements, and do
such other acts or things deemed necessary or desirable by Agent to grant Agent
a first priority, perfected security interest in any such Commercial Tort Claim,
including, without limitation executing an assignment of such Commercial Tort
Claim.

         4.9      GRANTS, RIGHTS AND REMEDIES. The Liens and security interests
granted by each Borrower to Agent (for the benefit of Lender Group) by and
pursuant to Section 4.1 hereof may be independently granted by the Loan
Documents hereafter entered into. This Agreement and

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such other Loan Documents supplement each other, and the grants, priorities,
rights and remedies of Agent hereunder and thereunder are cumulative.

         4.10     SURVIVAL. The Liens and security interests granted to Agent
(for the benefit of Lender Group), the priority of such Liens and security
interests, and the administrative priorities and other rights and remedies
granted to Lender Group pursuant to this Agreement and the other Loan Documents
(specifically including but not limited to the existence, perfection and
priority of the Liens and security interest provided herein and therein) shall
not be modified, altered or impaired in any manner by any other financing or
extension of credit or incurrence of debt by any Borrower or by any other act or
omission whatsoever.

5.       REPRESENTATIONS AND WARRANTIES.

                  In order to induce the Lender Group to enter into this
Agreement, each Borrower makes the following representations and warranties to
the Lender Group, which representations and warranties shall be true, correct,
and complete, in all material respects, as of the date hereof, and shall be
true, correct, and complete, in all material respects, as of the Closing Date,
and at and as of the date of the making of each Advance (or other extension of
credit) made thereafter, as though made on and as of the date of such Advance
(or other extension of credit) (except to the extent that such representations
and warranties relate solely to an earlier date) and such representations and
warranties shall survive the execution and delivery of this Agreement:

         5.1      NO ENCUMBRANCES. Each Borrower and each Guarantor has good and
indefeasible title to its assets, free and clear of Liens except for Permitted
Liens. Each Borrower and each Guarantor is the vested fee owner of each parcel
of Real Property Collateral set forth next to its name on Schedule R-1 hereto,
and such ownership is free and clear of all title defects and Liens, except
Permitted Liens of the type described in clauses (b), (f), (j), (k), (l) and (n)
of the definition thereof.

         5.2      OWNERSHIP OF CERTAIN ASSETS. Borrowers and U-Haul (Canada) are
the only Loan Parties that own any parcel of Real Property Collateral or any
Vehicle included in the Collateral.

         5.3      [INTENTIONALLY OMITTED.]

         5.4      EQUIPMENT. All of the Equipment is used or held for use in
Borrowers' or Guarantors' businesses and is fit for such purposes.

         5.5      LOCATION OF EQUIPMENT. The Equipment of Borrowers and
Guarantors is stored only at the locations permitted by Section 6.9 hereof.

         5.6      EQUIPMENT RECORDS. Each Borrower and each Guarantor keeps
correct and accurate records itemizing and describing the type, quality, and
quantity of its Equipment and the book value thereof.

         5.7      LOCATION OF CHIEF EXECUTIVE OFFICE; FEIN; ORGANIZATIONAL ID
NUMBER. The chief executive office of each Borrower and each Guarantor is
located at the address indicated in Schedule 5.7 and each Borrower's and each
Guarantor's FEIN and Organizational ID Number

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<PAGE>

or, in the case of the Canadian Subsidiaries, the numbers assigned by Canada
Customs and Revenue Agency (Canada) are identified in Schedule 5.7. As of the
Closing Date, each Borrower's and each Guarantor's exact legal name is as set
forth on the signature pages to the Agreement, and in the 5 years prior to the
Closing Date no Borrower and no Guarantor has been known by any other name, or
had a business at any address other than those specified on Schedule 5.7.

         5.8      DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES; AFFILIATES.

                  (a)      Each Borrower and each Guarantor is duly organized
and existing and in good standing under the laws of the jurisdiction of its
organization and qualified to do business in any state, province or territory
where the failure to be so qualified reasonably could be expected to have a
Material Adverse Change.

                  (b)      Set forth on Schedule 5.8(b), is a complete and
accurate description of the authorized capital Stock of each Borrower and each
Guarantor, by class, and, as of the Closing Date, a description of the number of
shares of each such class that are issued and outstanding. Other than as
described on Schedule 5.8(b), there are no subscriptions, options, warrants, or
calls relating to any shares of each Borrower's and each Guarantor's capital
Stock, including any right of conversion or exchange under any outstanding
security or other instrument. Neither any Borrower nor any Guarantor is subject
to any obligation (contingent or otherwise) to repurchase or otherwise acquire
or retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.

                  (c)      Set forth on Schedule 5.8(c), is a complete and
accurate list of each Borrower's and each Guarantor's direct and indirect
Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the
number of shares of each class of common and preferred Stock authorized for each
of such Subsidiaries; and (iii) the number and the percentage of the outstanding
shares of each such class owned directly or indirectly by the applicable
Borrower or Guarantor. All of the outstanding capital Stock of each such
Subsidiary has been validly issued and is fully paid and non-assessable.

                  (d)      Except as set forth on Schedule 5.8(d), there are no
subscriptions, options, warrants, or calls relating to any shares of any
Borrower's, any Guarantor's, or any of their respective Subsidiaries' capital
Stock, including any right of conversion or exchange under any outstanding
security or other instrument. No Borrower, Guarantor or any of their respective
Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of any Borrower's or any
Guarantor's Subsidiaries' capital Stock or any security convertible into or
exchangeable for any such capital Stock.

                  (e)      Set forth on Schedule 5.8(e) is a complete and
accurate list of each Borrower's and each Guarantor's Affiliates showing the
relation (whether through direct ownership, common ownership or otherwise)
between such Borrower and such Affiliates.

                  (f)      The Dormant Subsidiaries (i) are inactive and do not
engage in any business activities, (ii) do not have assets with an aggregate
fair market value in excess of $100,000, and (iii) do not have any annual
operating expenditures or other liabilities.

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                  (g)      INW is the subject of an Insolvency Proceeding as of
the Closing Date.

         5.9      DUE AUTHORIZATION; NO CONFLICT.

                  (a)      As to each Borrower, the execution, delivery, and
performance by such Borrower of this Agreement and the Loan Documents to which
it is a party have been duly authorized by all necessary action on the part of
such Borrower.

                  (b)      As to each Borrower, the execution, delivery, and
performance by such Borrower of this Agreement and the Loan Documents to which
it is a party do not and will not (i) violate any provision of federal, state,
provincial or local law or regulation applicable to any Borrower, the Governing
Documents of any Borrower, or any order, judgment, or decree of any court or
other Governmental Authority binding on any Borrower, (ii) conflict with, result
in a material breach of, or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation of any Borrower,
including without limitation the Material Contracts, (iii) result in or require
the creation or imposition of any Lien of any nature whatsoever upon any
properties or assets of any Borrower, other than Permitted Liens, or (iv)
require any approval of any Borrower's interest holders or any approval or
consent of any Person under any material contractual obligation of any Borrower,
including without limitation the Material Contracts, except for any such
approvals that have been obtained or are expressly not required in accordance
with the terms of the Reorganization Plan.

                  (c)      Other than the filing of the Uniform Commercial Code
financing statements, fixture filings and Mortgages and the entry of the
Confirmation Order, the execution, delivery, and performance by each Borrower of
this Agreement and the Loan Documents to which such Borrower is a party do not
and will not require any registration with, consent, or approval of, or notice
to, or other action with or by, any Governmental Authority or other Person.

                  (d)      As to each Borrower, this Agreement and the other
Loan Documents to which such Borrower is a party, and all other documents
contemplated hereby and thereby, when executed and delivered by such Borrower
will be the legally valid and binding obligations of such Borrower, enforceable
against such Borrower in accordance with their respective terms, except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally.

                  (e)      The Agent's Liens are validly created, perfected, and
first priority Liens, subject only to Permitted Liens.

                  (f)      The execution, delivery, and performance by each
Guarantor of the Loan Documents to which it is a party have been duly authorized
by all necessary action on the part of such Guarantor.

                  (g)      The execution, delivery, and performance by each
Guarantor of the Loan Documents to which it is a party do not and will not (i)
violate any provision of federal, state, or local law or regulation applicable
to such Guarantor, the Governing Documents of such Guarantor, or any order,
judgment, or decree of any court or other Governmental Authority binding on such
Guarantor, (ii) conflict with, result in a material breach of, or constitute
(with due notice or lapse of time or both) a default under any material
contractual obligation of such

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<PAGE>

Guarantor, (iii) result in or require the creation or imposition of any Lien of
any nature whatsoever upon any properties or assets of such Guarantor, other
than Permitted Liens, or (iv) require any approval of such Guarantor's interest
holders or any approval or consent of any Person under any material contractual
obligation of such Guarantor, including without limitation the Material
Contracts, except for approvals that have been obtained.

                  (h)      Other than the filing of Uniform Commercial Code
financing statements, fixture filings and Mortgages, the execution, delivery,
and performance by each Guarantor of the Loan Documents to which such Guarantor
is a party do not and will not require any registration with, consent, or
approval of, or notice to, or other action with or by, any Governmental
Authority or other Person.

                  (i)      The Loan Documents to which any Guarantor is a party,
and all other documents contemplated hereby and thereby, when executed and
delivered by such Guarantor will be legally valid and binding obligations of
such Guarantor, enforceable against Guarantor in accordance with their
respective terms, except as enforcement may be limited by equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally.

         5.10     LITIGATION. Other than those matters disclosed on Schedule
5.10, there are no actions, suits, arbitrations, administrative hearings or
other proceedings pending or, to the knowledge of Borrowers, threatened against
Borrowers, Guarantors or any of their Subsidiaries (excluding the Insurance
Subsidiaries), as applicable, except for (a) matters that are fully covered by
insurance (subject to customary deductibles), (b) routine litigation arising in
the ordinary course of business that is not material and (c) matters arising
after the Closing Date that, if decided adversely to Borrowers, Guarantors, or
any of their Subsidiaries, as applicable, reasonably could not be expected to
result in a Material Adverse Change.

         5.11     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE. (a) All
financial statements relating to Borrowers or Guarantors that have been
delivered by Borrowers or Guarantors to the Lender Group (i) have been prepared
in accordance with GAAP (except, in the case of unaudited financial statements,
for the lack of footnotes and being subject to year-end audit adjustments), (ii)
are true and correct in all material respects, and accurately present Borrowers'
(or Guarantors', as applicable) financial condition as of the date thereof,
(iii) do not and will not contain any untrue statement of material fact or omit
to state any material fact necessary in order to make such statements contained
therein not misleading in light of the circumstances under which such statements
were made. All Projections, if any, that have been made or will be prepared by
or on behalf of Borrowers or any of their respective representatives and made
available to Agent, and the Lenders have been or will be prepared in good faith
based upon assumptions that are reasonable at the time made and at the time the
related Projections are made available to Agent and the Lenders.

                  (b)      Other than (i) the filing of the Chapter 11 Case,
(ii) the withdrawal by PriceWaterhouseCoopers of its audit letter with respect
to Borrowers' financial statements for the fiscal year ended as of March 31,
2002 and (iii) such other matters as have been set forth in writing by Borrowers
to Agent on or before October 1, 2003, there has not been a Material Adverse
Change with respect to Borrowers (or Guarantors, as applicable) since March 31,
2003.

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<PAGE>

         5.12     FRAUDULENT TRANSFER.

                  (a)      Each Borrower and each Guarantor is Solvent.

                  (b)      No transfer of property is being made by any Borrower
or any Guarantor and no obligation is being incurred by any Borrower or any
Guarantor in connection with the transactions contemplated by this Agreement or
the other Loan Documents with the intent to hinder, delay, or defraud either
present or future creditors of Borrowers or Guarantors.

         5.13     EMPLOYEE BENEFITS. No Borrower, Guarantor, Subsidiary of a
Borrower or a Guarantor, or ERISA Affiliate of a Borrower or a Guarantor
maintains or contributes to any Benefit Plan, other than those listed on
Schedule 5.13. Each Borrower, Guarantor, Subsidiary of a Borrower or a Guarantor
and ERISA Affiliate of a Borrower or a Guarantor has satisfied the minimum
funding standards of ERISA and the IRC with respect to each Benefit Plan to
which it is obligated to contribute. No ERISA Event has occurred nor has any
other event occurred that may result in an ERISA Event that reasonably could be
expected to result in a Material Adverse Change. No Borrower, Guarantor,
Subsidiary of a Borrower or a Guarantor, ERISA Affiliate of a Borrower or
Guarantor, or, to Borrowers' knowledge, fiduciary of any Benefit Plan is subject
to any direct or indirect liability with respect to any Benefit Plan under any
Applicable Law, treaty, rule, regulation, or agreement (other than liability for
the minimum required funding of such Benefit Plan in accordance with Sections
302 of ERISA and 412 of the IRC; under circumstances that do not involve any
current or past "accumulated funding deficiency" as defined in Sections 302 of
ERISA and 412 of the IRC). No Borrower, Guarantor, Subsidiary of a Borrower or a
Guarantor, or ERISA Affiliate of a Borrower or a Guarantor is required to
provide security to any Benefit Plan under Section 401(a)(29) of the IRC.

         5.14     ENVIRONMENTAL CONDITION. Except as set forth on Schedule 5.14,
(a) to Borrowers' knowledge, no properties or assets of Borrowers or Guarantors
have ever been used by Borrowers, Guarantors, or by previous owners or operators
in the disposal of, or to produce, store, handle, treat, release, or transport,
any Hazardous Materials, where such production, storage, handling, treatment,
release or transport was in violation, in any material respect, of applicable
Environmental Law, (b) to Borrowers' knowledge, no properties or assets of
Borrowers or Guarantors have ever been designated or identified in any manner
pursuant to any environmental protection statute as a Hazardous Materials
disposal site, (c) no Borrower or Guarantor has received notice that a Lien
arising under any Environmental Law has attached to any revenues or to any Real
Property owned or operated by Borrowers, and (d) no Borrower or Guarantor has
received a summons, citation, notice, or directive from the Environmental
Protection Agency or any other federal or state governmental agency concerning
any action or omission by any Borrower or any Guarantor resulting in the
releasing or disposing of Hazardous Materials into the environment.

         5.15     BROKERAGE FEES. Borrowers and Guarantors have not utilized the
services of any broker or finder in connection with Borrowers' obtaining
financing from the Lender Group under this Agreement and no brokerage commission
or finders fee is payable by Borrowers or Guarantors in connection herewith.

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<PAGE>

         5.16     INTELLECTUAL PROPERTY. Each Borrower or each Guarantor owns,
or holds licenses in, all trademarks, trade names, copyrights, patents, patent
rights, and licenses that are necessary to the conduct of its business as
currently conducted. Attached hereto as Schedule 5.16 is a true, correct, and
complete listing of all material patents, patent applications, trademarks,
trademark applications, copyrights, and copyright registrations as to which each
Borrower or each Guarantor is the owner or is an exclusive licensee.

         5.17     LEASES. Borrowers and Guarantors enjoy peaceful and
undisturbed possession under all leases material to the business of Borrowers
and Guarantors and to which Borrowers or Guarantors are a party or under which
Borrowers or Guarantors are operating. All of such leases are valid and
subsisting and no material default by Borrowers or Guarantors exists under any
of them.

         5.18     DDAS. Set forth on Schedule 5.18 are all Borrowers' and
Guarantors' DDAs, including, with respect to each depository (i) the name and
address of such depository, and (ii) the account numbers of the accounts
maintained with such depository.

         5.19     COMPLETE DISCLOSURE. All factual information (taken as a
whole) furnished by or on behalf of Borrowers or Guarantors in writing to Agent
or any Lender (including all information contained in the Schedules hereto or in
the other Loan Documents) for purposes of or in connection with this Agreement,
the other Loan Documents, or any transaction contemplated herein or therein is,
and all other such factual information (taken as a whole) hereafter furnished by
or on behalf of Borrowers or Guarantors in writing to the Agent or any Lender
will be, true and accurate, in all material respects, on the date as of which
such information is dated or certified and not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which such
information was provided. On the Closing Date, the Projections represent, and as
of the date on which any other Projections are delivered to Agent, such
additional Projections represent Borrowers' good faith best estimate of its
future performance for the periods covered thereby.

         5.20     INDEBTEDNESS, ETC.

                  (a)      Set forth on Schedule 5.20(a) is a true and complete
list of all Indebtedness of each Borrower or Guarantors outstanding immediately
prior to the Closing Date that is to remain outstanding after the Closing Date
and such Schedule accurately reflects the aggregate principal amount of such
Indebtedness.

                  (b)      Set forth on Schedule 5.20(b) is a true and complete
summary of all TRAC Lease Transactions in existence as of the Closing Date that
are to remain outstanding after the Closing Date.

                  (c)      No Loan Party is a party to or subject to any
agreement that prohibits or restricts the ability of any Loan Party to
refinance, amend, modify or prepay the Obligations or this Agreement, except for
(i) restrictions set forth in the Intercreditor Agreement and (ii) restrictions
in the Synthetic Leases as of the Closing Date and fully disclosed on Schedule
5.20(c) hereto.

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         5.21     CONFIRMATION ORDER. The Confirmation Order has been validly
entered by the Court and has not been stayed, reversed, vacated or otherwise
modified except with the consent of Agent and the Required Lenders.

         5.22     RESERVATION MANAGEMENT SYSTEM. The Reservation Management
System is owned by A&M Associates, Inc., a Nevada corporation, free and clear of
claims and encumbrances.

         5.23     TAXES AND REMITTANCES. Parent and its Subsidiaries have filed
all federal (including the federal government of Canada) and other tax returns
and reports required to be filed, and have paid all federal (including the
federal government of Canada) and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except to the extent (i) the payment of any of
the foregoing is subject to a long-term payment schedule under the
Reorganization Plan or (ii) is the subject of a Permitted Protest. Parent and
its Subsidiaries have remitted all contributions required pursuant to the Canada
Pension Plan Act (Canada), provincial pension plan contributions, workers
compensation assessments, and employment insurance premiums payable under
Applicable Laws by it (the "Statutory Lien Payments") and has remitted such
amounts to the proper Governmental Authorities with the time required under the
Applicable Laws.

         5.24     INVESTIGATIONS. There are no pending investigations, claims or
litigation by any Governmental Authority or other Person with respect to the
transactions contemplated by this Agreement and the other Loan Documents.

         5.25     VEHICLES.

                  (a)      Prior to the Closing Date, Borrowers have, or have
caused Guarantors to, (i) register, or cause to be registered, with the State of
Arizona each Vehicle (excluding any trailer) owned by any Borrower or any
Guarantor (other than U-Haul Co. of Alaska or U-Haul of Hawaii, Inc.) as of the
Closing Date and (ii) obtain a new certificate of title (collectively, the
"Certificates of Title" and, individually, a "Certificate of Title") for each
such Vehicle registered pursuant to clause (i) naming (1) (A) U-Haul (Canada) as
the registered owner of such Vehicles operated primarily in Canada, or (B)
U-Haul Co. of Arizona, an Arizona corporation, as the registered owner of all
other such Vehicles, (2) on new Certificates of Title obtained prior to May 21,
2003, "FOOTHILL CAPITAL CORP." as the first priority lienholder and (3) on new
Certificates of Title obtained on or after May 21, 2003, "WELLSFARGO FOOTHILL,
INC., AS AGENT" or, if space does or did not permit, "WELLSFARGO FOOTHILL
AGENT", as the first priority lienholder thereon.

                  (b)      Prior to the Closing Date, Borrowers have, or have
caused U-Haul Co. of Alaska to, (i) register, or cause to be registered, with
the State of Alaska each Vehicle (excluding any trailer) owned by U-Haul Co. of
Alaska on or before the Closing Date, (ii) obtain a new Certificate of Title for
each such Vehicle registered pursuant to clause (i) naming (1) U-Haul Co. of
Alaska, an Alaskan corporation, as the registered owner and (2) "WELLSFARGO
FOOTHILL, INC., AS AGENT" or, if space does or did not permit, "WELLSFARGO
FOOTHILL AGENT", as the first priority lienholder thereon.

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<PAGE>

                  (c)      Prior to the Closing Date, Borrowers have, or have
caused U-Haul of Hawaii, Inc. to, (i) register, or cause to be registered, with
the State of Hawaii each Vehicle (excluding any trailer) owned by U-Haul of
Hawaii, Inc. on or before the Closing Date, (ii) obtain a new Certificate of
Title for each such Vehicle registered pursuant to clause (i) naming (1) U-Haul
of Hawaii, Inc., a Hawaiian corporation, as the registered owner and (2)
"WELLSFARGO FOOTHILL, INC., AS AGENT" or, if space does or did not permit,
"WELLSFARGO FOOTHILL AGENT", as the first priority lienholder thereon.

         5.26     ANTI-TERRORISM LAWS.

                  (a)      Anti-Terrorism Laws. None of Loan Parties nor any
Affiliate of any Loan Party is in violation of any Anti-Terrorism Law or
knowingly engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law.

                  (b)      Executive Order No. 13224. None of Borrowers nor any
Affiliate of any Borrower is any of the following (each a "Blocked Person"):

                           (i)      a Person that is listed in the annex to, or
                  is otherwise subject to the provisions of, Executive Order No.
                  13224;

                           (ii)     a Person owned or controlled by, or acting
                  for or on behalf of, any Person that is listed in the annex
                  to, or is otherwise subject to the provisions of, Executive
                  Order No. 13224;

                           (iii)    a Person or entity with which any bank or
                  other financial institution is prohibited from dealing or
                  otherwise engaging in any transaction by any Anti-Terrorism
                  Law;

                           (iv)     a Person or entity that commits, threatens
                  or conspires to commit or supports "terrorism" as defined in
                  Executive Order No. 13224;

                           (v)      a Person or entity that is named as a
                  "specially designated national" on the most current list
                  published by OFAC at its official website or any replacement
                  website or other replacement official publication of such
                  list; or

                           (vi)     a Person or entity who is affiliated with a
                  Person or entity listed above.

Neither any Borrower nor any Affiliate of any Borrower (i) conducts any business
or engages in making or receiving any contribution of funds, goods or services
to or for the benefit of any Blocked Person or (ii) deals in, or otherwise
engages in any transaction relating to, any property or interests in property
blocked pursuant to Executive Order No. 13224.

                  (c)      OFAC. None of Borrowers nor any Affiliate of any
Borrower is in violation of any rules or regulations promulgated by OFAC or of
any economic or trade sanctions or engages in administered and enforced by OFAC
or conspires to engage in any

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transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any rules or
regulations promulgated by OFAC.

6.       AFFIRMATIVE COVENANTS.

                  Each Borrower covenants and agrees that, until termination of
all of the Commitments and payment in full of the Obligations, Borrowers shall
and shall cause each of their respective Subsidiaries to do all of the
following:

         6.1      ACCOUNTING SYSTEM. Maintain a system of accounting that
enables such Loan Party to produce financial statements in accordance with GAAP
and maintain records pertaining to the Collateral that contain information as
from time to time reasonably may be requested by Agent.

         6.2      COLLATERAL REPORTING. Administrative Borrower shall provide
Agent the following information (and if required by Agent, with copies to each
Lender) relating to the Collateral:

                  (a)      On a monthly basis, in a form reasonably satisfactory
to Agent, (i) not later than the fifteenth (15th) day of each month, a summary
aging, by vendor, of each Loan Party's accounts payable, and (ii) not later than
the thirtieth (30th) day of each month, (A) a summary of any book overdraft and
(B) a report setting forth the Qualified Cash of each Loan Party.

                  (b)      On a quarterly basis, not later than 15 days after
the end of each quarter, a report by gross book value and net book value of all
box-trucks, cargo vans and pickup trucks owned by Borrowers (and subject to
Agent's Lien) or Guarantors as of the last day of such quarter, together with a
reconciliation of any box-trucks, cargo vans and pickup trucks bought or sold
since the delivery of the prior report to Agent.

                  (c)      Upon the delivery of any updated Fair Market
Valuation and on each date monthly financial statements are delivered to Agent,
a new Borrowing Base Certificate together with an updated schedule of Real
Property Collateral showing a reconciliation of any Real Property Collateral
bought or sold since the delivery of the prior Borrowing Base Certificate to the
Agent.

                  (d)      On a quarterly basis, (i) a report of the name and
location of all U-Haul Dealers as of such date (the "Dealer List"), and (ii)
updated list of the Loan Parties' bank accounts, which schedule shall clearly
indicate any additions or deletions to such list from the list delivered to
Agent the preceding quarter.

         6.3      FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. Deliver to Agent,
with copies to each Lender:

                  (a)      as soon as available, but in any event within 45 days
after the end of each month during each of Parent's fiscal years,

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                           (i)      a company prepared Consolidated balance
                  sheet, income statement, and statement of cash flow covering
                  Parent's and its Subsidiaries' operations during such month
                  and the fiscal year to date, together with a comparison of
                  such financial statements to (A) Parent's Projections
                  delivered prior to the Closing Date or pursuant to Section
                  6.3(c) and (B) the Consolidated balance sheet, income
                  statement, and statement of cash flow covering Parent's and
                  its Subsidiaries' operations for such corresponding period in
                  the immediately preceding fiscal year,

                           (ii)     a company prepared schedule detailing
                  Parent's Consolidated EBITDA as of the end of each month for
                  the 13-month period then ended,

                           (iii)    a certificate signed by a chief financial
                  officer or a principal accounting officer of Parent to the
                  effect that:

                                    (A)      the financial statements and other
                           financial information delivered hereunder have been
                           prepared in accordance with GAAP (except for the lack
                           of footnotes and being subject to year-end audit
                           adjustments) and fairly present in all material
                           respects the financial condition of Parent and its
                           Subsidiaries,

                                    (B)      the representations and warranties
                           of Borrowers contained in this Agreement and the
                           other Loan Documents are true and correct in all
                           material respects on and as of the date of such
                           certificate, as though made on and as of such date
                           (except to the extent that such representations and
                           warranties relate solely to an earlier date), and

                                    (C)      there does not exist any condition
                           or event that constitutes a Default or Event of
                           Default (or, to the extent of any non-compliance,
                           describing such non-compliance as to which he or she
                           may have knowledge and what action Borrowers have
                           taken, are taking, or propose to take with respect
                           thereto), and

                           (iv)     for each month that is the date on which a
                  financial covenant in Section 7.20 is to be tested, a
                  Compliance Certificate demonstrating, in reasonable detail,
                  compliance at the end of such period with the applicable
                  financial covenants contained in Section 7.20, together with a
                  reconciliation of the company prepared Consolidated balance
                  sheet, income statement, and statement of cash flow for Parent
                  and its Subsidiaries for the 3-month period then ended to the
                  audited financial statements contained in the 4 most recent
                  10-Q quarterly reports and the most recent Form 10-K annual
                  report filed by Parent and its Subsidiaries,

                  (b)      as soon as available, but in any event within 120
days after the end of each of Parent's fiscal years,

                           (i)      Consolidated financial statements of Parent
                  and its Subsidiaries for each such fiscal year, audited by
                  independent certified public accountants

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                  reasonably acceptable to Agent and certified, without any
                  qualifications, by such accountants to have been prepared in
                  accordance with GAAP (such audited financial statements to
                  include a balance sheet, income statement, and statement of
                  cash flow and, if prepared, such accountants' letter to
                  management), and

                           (ii)     a certificate of such accountants addressed
                  to Agent and the Lenders stating that such accountants do not
                  have knowledge of the existence of any Default or Event of
                  Default under Section 7.20,

                  (c)      as soon as available, but in any event within 30 days
prior to the start of each of Parent's fiscal years, copies of Parent's
Projections, in form and substance (including as to scope and underlying
assumptions) reasonably satisfactory to the Lender Group, in its Permitted
Discretion, for the forthcoming 3 years, year by year, and for the forthcoming
fiscal year, month by month, certified by the chief financial officer of Parent
as being such officer's good faith best estimate of the financial performance of
Parent and its Subsidiaries on a Consolidated basis during the period covered
thereby,

                  (d)      if, when and to the extent filed by any Loan Party
with the SEC or any other Governmental Authority,

                           (i)      Form 10-Q quarterly reports, Form 10-K
                  annual reports, and Form 8-K current reports,

                           (ii)     any other filings made by any Loan Party
                  with the SEC,

                           (iii)    copies of Borrowers' federal income tax
                  returns, and any amendments thereto, filed with the IRS,

                           (iv)     copies of any other reports or documents
                  delivered by a Loan Party to Wells Fargo Bank, National
                  Association, as trustee, pursuant to Section 4.03 Term Loan B
                  Indenture, and

                           (v)      any other information that is provided by
                  Parent to its shareholders generally,

                  (e)      if and when filed by any Loan Party and as requested
by Agent, reasonably satisfactory evidence of payment of applicable excise and
property taxes in each jurisdictions in which (i) any Loan Party conducts
business, owns real property or is required to pay any such excise or real
property tax, (ii) where any Loan Party's failure to pay any such applicable
excise or property tax would result in a Lien on the properties or assets of any
Loan Party, or (iii) where any Loan Party's failure to pay any such applicable
excise tax reasonably could be expected to result in a Material Adverse Change,

                  (f)      promptly after the commencement thereof, notice of
all actions, suits or proceedings brought by or against any Loan Party before
any Governmental Authority that, if determined adversely to such Loan Party,
could reasonably be expected to result in a Material Adverse Change,

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                  (g)      as soon as a Borrower has knowledge of any event or
condition that constitutes a Default or an Event of Default, notice thereof and
a statement of the curative action that Borrowers propose to take with respect
thereto,

                  (h)      as soon as a Borrower has actual knowledge of any
event or condition that constitutes a default or an event of default under the
New AMERCO Note Documents, the Term Loan B Note Documents, or any Funded Debt
(including, without limitation, any TRAC Lease Transaction, the PMCC Like Kind
Exchange Lease or the PMCC Leveraged Lease) or any notice, call, default of
event of default under any Support Party Agreement, notice thereof and a
statement of the curative action that Borrowers or Guarantors, as applicable,
propose to take with respect thereto, and

                  (i)      upon the request of Agent or the Lender Group, any
other report reasonably requested relating to the financial condition of any
Loan Party.

                  In addition to the financial statements referred to above,
Borrowers agree to deliver financial statements prepared on both a consolidated
and consolidating basis (in accordance with GAAP) and a Consolidated basis (as
defined herein) and that, except for the Insurance Subsidiaries, no Borrower, or
any Subsidiary of a Borrower, will have a fiscal year different from that of
Parent. Borrowers agree to cooperate with Agent to allow Agent to consult with
their certified public accountants if Agent reasonably requests the right to do
so and that, in such connection, their independent certified public accountants
are authorized to communicate with Agent and to release to Agent whatever
financial information concerning Borrowers or their Subsidiaries that Agent
reasonably may request. Each Borrower waives the right to assert a confidential
relationship, if any, it may have with any accounting firm or service bureau in
connection with any information requested by Agent pursuant to or in accordance
with this Agreement, and agree that Agent may contact directly any such
accounting firm or service bureau in order to obtain such information; provided,
however, so long as no Event of Default has occurred and is continuing, Agent
shall give Borrowers a copy of any written request for information from Agent to
such accounting firm or bureau services and Borrowers shall have an opportunity
to attend any meeting between Agent and such accounting firm or bureau services
with respect to such information requests.

         6.4      GUARANTOR REPORTS. Cause each Guarantor to deliver its annual
financial statements at the time when Parent provides its audited financial
statements to Agent, but only to the extent such Guarantor's Financial
Statements are not consolidated with Parent's Financial Statements, and copies
of all federal income tax returns as soon as the same are available and in any
event no later than 30 days after the same are required to be filed by law.

         6.5      [INTENTIONALLY OMITTED.]

         6.6      MAINTENANCE OF PROPERTIES. Maintain and preserve all of its
properties which are necessary or useful in the proper conduct of their business
in good working order and condition, ordinary wear and tear excepted, and comply
at all times with the provisions of all leases to which it is a party as lessee,
so as to prevent any loss or forfeiture thereof or thereunder.

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<PAGE>

         6.7      TAXES. Cause all assessments and taxes, whether real,
personal, or otherwise, due or payable by, or imposed, levied, or assessed
against any Borrower, any Subsidiary of a Borrower or any of their assets to be
paid in full, not less than 30 days before the earlier of (a) delinquency or (b)
the imposition of any additional amounts, fines or penalties or before the
expiration of any extension period, except to the extent that the validity of
such assessment or tax shall be the subject of a Permitted Protest. Each
Borrower will, and will cause each of its Subsidiaries to, make timely payment
or deposit of all tax payments and withholding taxes required of any Borrower or
its Subsidiaries under Applicable Laws, including the Canadian Income Tax Act,
Statutory Lien Payments, those laws concerning F.I.C.A., F.U.T.A., state or
provincial disability, and local, state, provincial and federal income taxes,
and will, upon request, furnish Agent with proof reasonably satisfactory to
Agent indicating that the applicable Borrower or its Subsidiary has made such
payments or deposits. Upon the request of Agent, Borrowers shall deliver
reasonably satisfactory evidence of payment of applicable excise taxes in each
jurisdiction in which any Borrower or its Subsidiary is required to pay any such
excise tax.

         6.8      INSURANCE.

                  (a)      At Borrowers' expense, maintain insurance respecting
their and their Subsidiaries' assets wherever located, covering loss or damage
by fire, theft, explosion, flood (with respect to any property or assets located
in a flood zone), earthquake (in the event the probable maximum loss with
respect to such property or assets is equal to or greater than 20), and all
other hazards and risks as ordinarily are insured against by other Persons
engaged in the same or similar businesses. Borrowers also shall (and shall cause
their Subsidiaries to) maintain business interruption, public liability, and
product liability insurance, as well as insurance against larceny, embezzlement,
and criminal misappropriation. All such policies of insurance shall be in such
amounts and with such insurance companies as are reasonably satisfactory to
Agent. Borrowers shall deliver copies of all such policies to Agent with a
satisfactory lender's loss payable endorsement naming Agent as loss payee or
additional insured, as appropriate and as its interests may appear. Each policy
of insurance or endorsement shall contain a clause requiring the insurer to give
not less than 30 days prior written notice to Agent in the event of cancellation
of the policy for any reason whatsoever.

                  (b)      Administrative Borrower shall give Agent prompt
notice of any loss in excess of $100,000 for Vehicles or other personal property
covered by such insurance and any loss in excess of $500,000 for Real Property
covered by insurance. Other than with respect to Real Property subject to the
Synthetic Leases, Agent shall have the exclusive right to adjust any losses
payable under any such insurance policies in excess of $500,000 (or in any
amount during the existence of an Event of Default), without any liability to
Borrowers whatsoever in respect of such adjustments. Adjustments of any losses
with respect to Borrower's Real property subject to the Synthetic Leases shall
be subject to the terms thereof. Any monies received as payment for any loss
under any insurance policy mentioned above (other than liability insurance
policies) or as payment of any award or compensation for condemnation or taking
by eminent domain (other than any such award or compensation payable with
respect to Real Property subject to the Synthetic Leases), shall be paid over to
Agent to be applied at the option of the Required Lenders either to the
prepayment of the Obligations or shall be disbursed to Administrative Borrower
under staged payment terms reasonably satisfactory to the Required Lenders for
application to the cost of repairs, replacements, or restorations. Application
of any such award or

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<PAGE>

compensation payable with respect to Real Property subject to the Synthetic
Leases shall be subject to the terms thereof. Any such repairs, replacements, or
restorations shall be effected with reasonable promptness and shall be of a
value at least equal to the value of the items or property destroyed prior to
such damage or destruction.

                  (c)      Borrowers shall not, nor shall they permit any of the
Guarantors to, take out separate insurance concurrent in form or contributing in
the event of loss with that required to be maintained under this Section 6.8,
unless Agent is included thereon as named insured with the loss payable to Agent
under a lender's loss payable endorsement or its equivalent. Administrative
Borrower immediately shall notify Agent whenever such separate insurance is
taken out, specifying the insurer thereunder and full particulars as to the
policies evidencing the same, and copies of such policies promptly shall be
provided to Agent.

                  (d)      Borrowers and Guarantors shall maintain their
insurance program with respect to the Vehicles as in effect on the Closing Date
with RepWest or, upon the consent of Agent, which consent shall not be
unreasonably withheld, with such other insurer as may be agreed upon by
Borrowers and Agent so long as the terms of such replacement self-insurance
program are reasonably similar to the insurance program with RepWest as of the
Closing Date.

         6.9      LOCATION OF EQUIPMENT. Store the Equipment of Loan Parties
only at the Real Property and the locations of the U-Haul Dealers named on the
Dealer List, excluding (a) Vehicles in-transit from one U-Haul Dealer location
to another U-Haul Dealer location, (b) Vehicles that have been leased in the
ordinary course of Borrowers' and Guarantors' businesses and consistent with
their past practices anywhere in the United States and Canada, and (c) Vehicles
located at new U-Haul Dealers added subsequent to the most recently provided
Dealer List. Borrowers shall, or shall cause the Guarantors to, update the
Reservation Management System on a regular basis consistent with their past
practices and shall grant Agent access to such system upon Agent's request.

         6.10     COMPLIANCE WITH LAWS. Comply with the requirements of all
Applicable Laws, rules, regulations, and orders of any Governmental Authority,
including the Fair Labor Standards Act and the Americans With Disabilities Act,
other than laws, rules, regulations, and orders the non-compliance with which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change.

         6.11     LEASES.

                  (a)      Pay when due all rents and other amounts payable
under any leases to which any Borrower or any Guarantor is a party or by which
any Borrower's or any Guarantor's properties and assets are bound, unless such
payments are the subject of a Permitted Protest, and

                  (b)      Promptly exercise each one year renewal or extension
option available under each Synthetic Lease within the time period specified
therein.

         6.12     BROKERAGE COMMISSIONS. Pay any and all brokerage commission or
finders fees incurred in connection with or as a result of Borrowers' obtaining
financing from the Lender Group under this Agreement. Borrowers agree and
acknowledge that payment of all such brokerage commissions or finders fees shall
be the sole responsibility of Borrowers, and each

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Borrower agrees to indemnify, defend, and hold Agent and the Lender Group
harmless from and against any claim of any broker or finder arising out of
Borrowers' obtaining financing from the Lender Group under this Agreement.

         6.13     EXISTENCE. At all times preserve and keep in full force and
effect each Borrower's and each Guarantor's valid existence and good standing
and any rights, licenses, permits and franchises material to Borrowers' and
Guarantors' businesses.

         6.14     ENVIRONMENTAL.

                  (a)      Keep any property either owned or operated by any
Loan Party free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such
Environmental Liens, (b) comply, in all material respects, with Environmental
Laws and provide to Agent documentation of such compliance which Agent
reasonably requests, (c) promptly notify Agent of any release of a Hazardous
Material of any reportable quantity from or onto property owned or operated by
any Loan Party and take any Remedial Actions required to abate said release or
otherwise to come into compliance with applicable Environmental Law, and (d)
promptly, but in any event within 5 days of its receipt thereof, provide Agent
with written notice of the receipt of any of the following: (i) notice that an
Environmental Lien has been filed against any of the real or personal property
of any Loan Party, (ii) commencement of any Environmental Action or notice that
an Environmental Action will be filed against any Loan Party, and (iii) notice
of a violation, citation, or other administrative order which reasonably could
be expected to result in a Material Adverse Change.

         6.15     DISCLOSURE UPDATES. Promptly and in no event later than 5
Business Days after obtaining knowledge thereof, notify Agent if any written
information, exhibit, or report furnished to the Lender Group contained any
untrue statement of a material fact or omitted to state any material fact
necessary to make the statements contained therein not misleading in light of
the circumstances in which made. The foregoing notwithstanding, any notification
pursuant to the foregoing provision will not cure or remedy the effect of the
prior untrue statement of a material fact or omission of any fact nor shall any
such notification have the effect of amending or modifying this Agreement or any
of the Schedules hereto.

         6.16     MATERIAL CONTRACTS; AFFILIATE CONTRACTS. In the event any
Borrower or Guarantor shall enter into any Material Contract or, subject to
Section 7.14, any new Affiliate Contract, after the Closing Date, deliver to
Agent, within 30 days of entering into such Material Contract or Affiliate
Contract, an updated Schedule M-1 or Schedule A-1, as applicable, reflecting the
addition of such Material Contract or Affiliate Contract, together with a copy
of such executed Material Contract or Affiliate Contract. Each Borrower and
Guarantor shall also provide Agent with an executed copy of any contract with
any of SAC Holding, SSI, PMSR or PM Preferred executed after the Closing Date.

         6.17     EMPLOYEE BENEFITS.

                  (a)      (i) Promptly, and in any event within 10 Business
Days after any Borrower or any Subsidiary of a Borrower knows or should know
that an ERISA Event has

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occurred that reasonably could be expected to result in a Material Adverse
Change, deliver to Agent a written statement of the chief financial officer of
Parent describing such ERISA Event and any action that is being taking with
respect thereto by any such Borrower, any such Subsidiary or ERISA Affiliate,
and any action taken or threatened by the IRS, Department of Labor, or PBGC, and
such Borrower or such Subsidiary, as applicable, shall be deemed to know all
facts known by the administrator of any Benefit Plan of which it is the plan
sponsor, (ii) promptly, and in any event within 3 Business Days after the filing
thereof with the IRS, deliver to Agent a copy of each funding waiver request
filed with respect to any Benefit Plan and all communications received by any
Borrower, any Subsidiary of a Borrower or, to the knowledge of such Borrower,
any ERISA Affiliate with respect to such request, and (iii) promptly, and in any
event within 3 Business Days after receipt by any Borrower, deliver to Agent any
Subsidiary of a Borrower or, to the knowledge of any Borrower, any Subsidiary,
any ERISA Affiliate, of the PBGC's intention to terminate a Benefit Plan or to
have a trustee appointed to administer a Benefit Plan, copies of each such
notice.

                  (b)      Cause to be delivered to Agent, upon Agent's request,
each of the following: (i) a copy of each Benefit Plan (or, where any such plan
is not in writing, complete description thereof) (and if applicable, related
trust agreements or other funding instruments) and all amendments thereto, all
written interpretations thereof and written descriptions thereof that have been
distributed to employees or former employees of any Borrower or its
Subsidiaries; (ii) the most recent determination letter issued by the IRS with
respect to each Benefit Plan; (iii) for the 3 most recent plan years, annual
reports on Form 5500 Series required to be filed with any governmental agency
for each Benefit Plan; (iv) all actuarial reports prepared for the last 3 plan
years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the
aggregate amount of the most recent annual contributions required to be made by
any Borrower, any Subsidiary of a Borrower, or any ERISA Affiliate to each such
plan and copies of the collective bargaining agreements requiring such
contributions; (vi) any information that has been provided to any Borrower, any
Subsidiary of a Borrower or any ERISA Affiliate regarding withdrawal liability
under any Multiemployer Plan; and (vii) the aggregate amount of the most recent
annual payments made to former employees of any Borrower or its Subsidiaries
under any Retiree Health Plan.

         6.18     REAL ESTATE. If at any time after the Closing Date, any
Borrower or any Guarantor acquires any fee interest in Real Property with a fair
market valuation in excess of $250,000, such Borrower shall, or Borrowers shall
cause such Guarantor to, promptly execute, deliver and record a first priority
Mortgage in favor of Agent covering such Real Property interest, in form and
substance reasonably satisfactory to Agent, and provide (a) the Agent with a
Mortgage Policy insuring the first priority Lien of said Mortgage in such Real
Property encumbered thereby in an amount reasonably acceptable to Agent and
subject only to Permitted Liens and to such other exceptions as are reasonably
satisfactory to Agent, (b) a satisfactory legal description of such property and
an opinion from special counsel to such Borrower or Guarantor, (c) to the extent
necessary under Applicable Laws, Uniform Commercial Code financing statements
covering fixtures, in each case appropriately completed and duly executed, for
filing in the appropriate county land office and (d) evidence that such Person
shall have paid to the applicable title insurance company all expenses of such
title insurance company in connection with the issuance of such reports and in
addition shall have paid to such title insurance company an amount equal to the
recording and stamp taxes (including mortgage recording taxes), if any,

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payable in connection with recording such Mortgages in the appropriate county
land offices. In addition, each such Borrower or Guarantor delivering a Mortgage
pursuant to this Section 6.18 shall deliver a copy of all existing phase-I or
phase-II environmental reports with respect to such Real Property to Agent and,
upon the reasonable request of Agent, cause to be performed, at Borrowers' joint
and several cost and expense, phase-I or phase-II environmental audits, in form
and substance and by an independent firm reasonably satisfactory to Agent.

         6.19     REORGANIZATION PLAN. Comply in all material respects with the
provisions of the Reorganization Plan.

         6.20     VEHICLES.

                  (a)      (i) Deposit all Certificates of Title into a
segregated, secured location at Parent's chief executive office located at 2727
North Central, Phoenix, Arizona, the access to which shall be limited to Agent,
its representatives and agents, Roberta Holmes and Joan Gibson and such
Certificates of Title and such Persons shall be covered by a fidelity insurance
policy naming Agent as loss payee or a bond endorsed to Agent, in either case in
form and substance reasonably satisfactory to Agent (which shall include
coverage of at least $5,000,000), and (ii) timely pay all fees required by the
States of Alaska, Arizona and Hawaii, as applicable, with respect to such
Vehicle registrations and the issuances of the corresponding Certificates of
Title.

                  (b)      (i) Follow the procedures set forth in Section
5.25(a), Section 5.25(b) and Section 5.25(c), as applicable, and Section 6.20(a)
with respect to any Vehicle (excluding any trailer) acquired by any Borrower or
Guarantor after the Closing Date that is not intended to be transferred into a
TRAC Lease Transaction within 130 days of the acquisition of such Vehicle, and
(ii) pursuant to the laws of the States of Alaska, Arizona and Hawaii, as
applicable, timely renew all registrations and Certificates of Title held by
Borrowers with respect to the Vehicles.

                  (c)      Borrowers hereby acknowledge and agree that (i) they
shall hold and maintain all Certificates of Title on behalf of, and as an
attorney-in-fact and agent for, Agent, (ii) Agent's security interest in, Liens
on, and all rights and remedies with respect to the Vehicles and the
Certificates of Title shall remain valid and enforceable at all times, and (iii)
during the existence of an Event of Default or if Agent is not satisfied with
the results of any inspection under Section 4.6(b), Borrowers shall, or shall
cause the Guarantors to, promptly comply with any request or direction by Agent
to deliver the Certificates of Title to Agent or to such other Person or
location as Agent may direct in its Permitted Discretion.

                  (d)      Execution of this Agreement shall be evidence of each
Borrower's consent to the Lien of Agent on the Vehicles indicated on the
Certificates of Title.

7.       NEGATIVE COVENANTS.

                  Each Borrower covenants and agrees that, until termination of
all of the Commitments and payment in full of the Obligations, Borrowers will
not and will not permit any of their respective Subsidiaries (excluding the
Insurance Subsidiaries) to do any of the following:

         7.1      INDEBTEDNESS, ETC. Create, incur, assume, suffer to exist,
guarantee, or otherwise become or remain, directly or indirectly, liable with
respect to any Indebtedness, except:

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                  (a)      Indebtedness evidenced by this Agreement and the
other Loan Documents, together with Indebtedness owed to Underlying Issuers with
respect to Underlying Letters of Credit;

                  (b)      Indebtedness in existence as of the Closing Date,
which in the case of Funded Debt shall be issued pursuant to documentation
provided to Agent prior to the Closing Date, as set forth on Schedule 5.20(a)
and obligations to make payments required under the Reorganization Plan;

                  (c)      (i) Purchase Money Indebtedness and Capitalized Lease
Obligations (other than Capital Leases of the type set forth in clause (ii) of
this Section 7.1(c)) incurred after the Closing Date in an aggregate amount not
to exceed $30,000,000, and (ii) Capital Leases, to the extent such Capital
Leases arise out of the treatment of any of the Synthetic Leases (including any
refinancings, in whole or in part, thereof) as Capital Leases in accordance with
the requirements of GAAP;

                  (d)      Indebtedness under the New AMERCO Notes and the Term
Loan B Notes;

                  (e)      guarantees permitted under Section 7.6;

                  (f)      Indebtedness comprising Permitted Investments;

                  (g)      Indebtedness with respect to letters of credit issued
by a party other than the Issuing Lender and secured by cash collateral in an
aggregate amount not to exceed $3,000,000 at any time; and

                  (h)      refinancings, renewals, or extensions of Indebtedness
permitted under clauses (b) and (c) of this Section 7.1 (and continuance or
renewal of any Permitted Liens associated therewith) (specifically excluding the
Term Loan B Notes and the New AMERCO Notes) so long as: (i) the terms and
conditions of such refinancings, renewals, or extensions do not, in Agent's
Permitted Discretion, materially impair the prospects of repayment of the
Obligations by Borrowers or materially impair Borrowers' creditworthiness, (ii)
such refinancings, renewals, or extensions do not result in an increase in the
principal amount (other than capitalized fees and, with respect to any
refinancing of the Synthetic Leases, to the extent they are treated as Capital
Leases in accordance with GAAP, any increases directly attributable to
improvements on or to the Real Property covered by such Synthetic Leases) of, or
interest rate beyond a prevailing market rate with respect to, the Indebtedness
so refinanced, renewed, or extended, (iii) such refinancings, renewals, or
extensions do not result in a shortening of the average weighted maturity of the
Indebtedness so refinanced, renewed, or extended (other than such changes in the
average weighted maturity of the Synthetic Leases, to the extent they are
treated as Capital Leases in accordance with GAAP, resulting from the
refinancing, in whole or in part, of the Synthetic Leases pursuant to the WP
Carey Transaction or other refinancing transaction in form and substance
reasonably satisfactory to Required Lenders), nor are they on terms or
conditions, that, taken as a whole, are materially more burdensome or
restrictive to the applicable Borrower, and (iv) if the Indebtedness that is
refinanced, renewed, or extended was subordinated in right of payment to the
Obligations, then the terms and conditions of the

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<PAGE>

refinancing, renewal, or extension Indebtedness must include subordination terms
and conditions that are at least as favorable to the Lender Group as those that
were applicable to the refinanced, renewed, or extended Indebtedness.

         7.2      LIENS. Create, incur, assume, or permit to exist, directly or
indirectly, any Lien on or with respect to any of its assets, of any kind,
whether now owned or hereafter acquired, or any income or profits therefrom,
except for Permitted Liens.

         7.3      RESTRICTIONS ON FUNDAMENTAL CHANGES.

                  (a)      Enter into any merger, consolidation, reorganization,
or recapitalization, or reclassify its Stock (other than in connection with the
Reorganization Plan), except that, so long as no Default or Event of Default
then exists hereunder or would be caused thereby and the Agent receives written
notice of any such merger at least 30 days prior to the effectiveness thereof if
such merger involves a Loan Party: (i) any Subsidiary that is not a Loan Party
may merge into any other Subsidiary that is not a Loan Party, and (ii) any Loan
Party (other than Parent, U-Haul or AREC) may merge into any other Loan Party
(other than Parent, U-Haul or AREC); provided, however, (x) the Person surviving
such merger shall be a Loan Party, and (y) Agent shall have received, upon the
effectiveness of such merger, such loan documents, title insurance and opinions
of counsel as Agent may reasonably request to continue or insure the priority
and perfection of Agent's liens on the Collateral or the obligations of any such
Loan Party under any of the Loan Documents, including, without limitation, the
documents required by Section 7.13(b) hereof. Notwithstanding the foregoing, a
Subsidiary that is not an Insurance Subsidiary shall not merge with any
Insurance Subsidiary.

                  (b)      Liquidate, wind up, or dissolve any Borrower or any
Borrower's Subsidiaries (or suffer any liquidation or dissolution), except that
Parent may liquidate, dissolve or wind up any Subsidiary (other than AREC and
U-Haul or any Insurance Subsidiary) so long as (i) no Default or Event of
Default then exists hereunder or would be caused thereby and the Agent receives
written notice of any such action at least 30 days prior to the effectiveness
thereof, (ii) the assets of such Subsidiary are transferred to another
Subsidiary of Parent or, if such Subsidiary is a Loan Party, to another Loan
Party and such assets remain subject to a first priority (subject to Permitted
Liens) perfected Lien under a Loan Document after such transfer, (iii) Agent
shall have received such loan documents, title insurance and opinions of counsel
as Agent may request to continue or insure the priority and perfection of
Agent's liens on such assets or the obligations of any such Subsidiary under any
of the Loan Documents, including, without limitation, the documents required by
Section 7.13(b) hereof. Notwithstanding the foregoing, a dissolving or
liquidating Subsidiary that is not an Insurance Subsidiary shall not transfer
assets to any Insurance Subsidiary.

         7.4      DISPOSAL OF ASSETS. Other than Permitted Dispositions, convey,
sell, lease, license, assign, transfer, or otherwise dispose of, in one
transaction or a series of transactions, any of the assets of any Borrower or
any Guarantor. To the extent a sale or other disposition is permitted by clause
(k) of the definition of Permitted Dispositions and if an Authorized Officer of
Parent certifies in writing to Agent that (a) the sale is permitted under this
Section 7.4, (b) the Vehicles identified (by vehicle identification number, make
and model) in such certification are to be sold in connection with a TRAC Lease
Transaction and (c) such Vehicles are to be sold on

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<PAGE>

a date (each such date, a "Sale Date") no later than 130 days from the date of
such certification, Agent's Lien on such Vehicles shall be deemed to be released
1 Business Day prior to such sale; provided, however, that in the event one or
more of such Vehicles are not sold in connection with a TRAC Lease Transaction
within 5 Business Days of the Sale Date indicated in such certification, the
Vehicles that are not so sold shall become subject to a Lien in favor of Agent
on the fifth Business Day following such Sale Date and Borrowers shall, or shall
cause Guarantors to, comply immediately with the requirements of this Agreement
with respect to such Vehicles, including, without limitation, Section 6.20
hereof. Borrowers shall not, without the prior consent of Agent, (x) transfer,
sell or otherwise dispose of any of the Vehicles or the Certificates of Title
except in conjunction with a Permitted Disposition hereunder, or (y) relocate
the Certificates of Title.

         7.5      CHANGE NAME. Change any Borrower's or Guarantor's name, FEIN,
Organizational ID Number, corporate structure, or identity, or add any new
fictitious name, or reincorporate or reorganize itself under the laws of any
jurisdiction other than the jurisdiction set forth on Schedule 5.7; provided,
however, that a Borrower or Guarantor may change its name upon at least 30 days'
prior written notice by Administrative Borrower to Agent of such change and so
long as, at the time of such written notification, such Borrower provides or
authorizes the filing of any Uniform Commercial Code financing statements or
fixture filings necessary to perfect and continue perfected Agent's Liens.

         7.6      GUARANTEE. Guarantee or otherwise become in any way liable
with respect to the obligations of any third Person (including the Insurance
Subsidiaries) except by endorsement of instruments or items of payment for
deposit to the account of Borrowers or Guarantors or which are transmitted or
turned over to Agent, except for (a) guarantee obligations of Parent existing as
of Closing Date, (b) guarantee obligations of Parent in connection with the
Reorganization Plan, (c) guarantee obligations of Parent with respect to the
Support Party Agreements, (d) guarantee obligations with respect to TRAC Lease
Transactions in the ordinary course of business, to the extent the obligations
thereunder are permitted by this Agreement and are consistent with past
practices, (e) guarantee obligations of a Loan Party pursuant to any
refinancing, renewal or extension of Indebtedness permitted pursuant to Section
7.1(h) hereof, and (f) guarantee obligations of a Loan Party with respect to the
obligations of any other Loan Party incurred in the ordinary course of business,
to the extent such guaranteed obligation is permitted to be incurred by such
guaranteed Loan Party hereunder and is consistent with past practices.

         7.7      NATURE OF BUSINESS. Make any change in the principal nature of
any Borrower's or any Subsidiary's business.

         7.8      PREPAYMENTS AND AMENDMENTS.

                  (a)      Prepay, redeem, defease, purchase, or otherwise
acquire any Indebtedness of any Loan Party, other than (i) the DIP Obligations;
(ii) as required by the Confirmation Order; (iii) Obligations in accordance with
this Agreement; (iv) in connection with a refinancing permitted by Section
7.1(h); (v) (1) prepayments of the Indebtedness under the New AMERCO Notes, from
the proceeds from the monetization or sale of the Excluded Assets, or (2) so
long as no Event of Default Exists, other prepayments of Indebtedness under the
Term Loan B Notes or the New AMERCO Notes so long as (A) the aggregate amount of
such prepayments in any fiscal

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<PAGE>

year, together with the aggregate amount of prepayments in such fiscal year by
Borrowers pursuant to clause (3) of Section 7.8(a)(vi) plus the aggregate amount
of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause
(c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward
Amount, if any, then in existence, and (B) on the date of such prepayment
Borrowers are in compliance with the Excess Availability Test; (vi) (1)
prepayments of the Indebtedness under the Synthetic Leases with insurance
proceeds or condemnation proceeds received by a Loan Party in connection with
any loss or condemnation of the Synthetic Lease Collateral, (2) prepayments of
the Indebtedness under the Synthetic Leases upon the sale of any parcel of the
Real Property subject to the Synthetic Leases pursuant to an arms-length sale to
a bona fide purchaser that is not an Affiliate of Parent (whether or not an
Affiliate leases back or retains the right to manage, occupy or conduct business
at the affected Synthetic Lease Property), up to the amount of the net sale
proceeds, or (3) so long as no Event of Default exists, any other prepayments of
principal Indebtedness required pursuant to the provisions of the Synthetic
Leases, so long as (I) the aggregate amount of such prepayments in any fiscal
year, together with the aggregate amount of prepayments in such fiscal year by
Borrowers pursuant to clause (2) of Section 7.8(a)(v) plus the aggregate amount
of dividends paid in arrears in such fiscal year by Borrowers pursuant to clause
(c) of Section 7.11, shall not, in the aggregate, exceed the ECF Carry Forward
Amount, if any, then in existence, and (II) on the date of such prepayment
Borrowers are in compliance with the Excess Availability Test, (vii) in addition
to the principal payments under the Synthetic Leases to be made on the Effective
Date as contemplated by the Reorganization Plan, the actual scheduled payments
of principal and interest due under the Synthetic Leases, estimates of which are
set forth on Schedule 7.8(a) (including any refinancings, in whole or in part,
thereof), or (viii) other Indebtedness with the consent of the Required Lenders.

                  (b)      Except in connection with a refinancing permitted by
Section 7.1(h), directly or indirectly, amend, modify, alter, increase, or
change any of the terms or conditions of any agreement, instrument, document,
indenture, or other writing evidencing or concerning Indebtedness permitted
under Section 7.1 (excluding any amendment to the Term Loan B Note Indenture
that must be made pursuant to Section 9.07 thereof).

                  (c)      Amend, modify or otherwise change its Governing
Documents, including, without limitation, by the filing or modification of any
certificate of designation, or any agreement or arrangement entered into by it
with respect to any of its capital Stock (including any shareholders'
agreement), or enter into any new agreement with respect to any of its capital
Stock, except as appropriate to accomplish a transaction permitted pursuant to
Section 7.3(a) or Section 7.3(b), or (ii) amend, modify or otherwise change any
Material Contract (other than a Material Contract the amendment of which is
governed by clause (b) above) except any such amendments, modifications or
changes or any such new agreements or arrangements pursuant to this paragraph
(c) that, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Change, or (iii) amend, modify or otherwise
change any Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM
Preferred except in compliance with Section 7.14 hereof.

         7.9      CHANGE OF CONTROL. Cause, permit, or suffer, directly or
indirectly, any Change of Control, other than in connection with the
consummation of the Reorganization Plan on the Effective Date.

                                       94
<PAGE>

         7.10     OWNERSHIP OF CERTAIN ASSETS. Cause, permit, or suffer any
Subsidiary, other than Borrowers and U-Haul (Canada), to own any parcel of Real
Property Collateral or any Vehicle included in the Collateral unless (a)
Administrative Borrower provides Agent with 10 days' prior written notice of
such intended ownership, and (b) such Subsidiary becomes a Borrower under this
Agreement and delivers to Agent any Additional Documents requested by Agent in
its Permitted Discretion to perfect its Lien on such assets.

         7.11     DISTRIBUTIONS. Make any distribution or declare or pay any
dividends (in cash or other property, other than common Stock) on, or purchase,
acquire, redeem, or retire any of any Loan Party's Stock, of any class, whether
now or hereafter outstanding, except, so long as no Event of Default has
occurred and is continuing hereunder or would result therefrom, distributions or
declarations and payments of dividends: (a) by a Borrower to another Borrower or
by a Guarantor to another Loan Party, (b) on the preferred stock of Parent,
based on the accrual of dividends subsequent to the Closing Date (including,
without limitation, the payment of dividends in an aggregate amount not to
exceed $3,335,000 paid on account of dividends on the preferred stock of Parent
accrued for the period ended February 29, 2004), in an aggregate amount not to
exceed $13,000,000 in any fiscal year, so long as at the time of payment of any
such dividend, Borrowers are in compliance with the Excess Availability Test,
and (c) on the preferred stock of Parent, based on the accrual of dividends
prior to the Closing Date (including, without limitation, the payment of
dividends in an aggregate amount not to exceed $3,335,000 paid on account of
dividends on the preferred stock of Parent accrued prior to or for the period
ended November 30, 2003), so long as (i) the aggregate amount of such dividends
in arrears shall not exceed the lesser of (x) $19,600,000 paid in the aggregate
on or after the Closing Date or (y) together with the aggregate amount of any
prepayments paid by Borrowers in such fiscal year pursuant to clause (2) of
Section 7.8(a)(v) plus the aggregate amount of any prepayments paid by Borrowers
in such fiscal year pursuant to clause (3) of Section 7.8(a)(vi), the ECF Carry
Forward Amount, if any, then in existence, and (ii) at the time of payment of
any such dividend in arrears, Borrowers are in compliance with the Excess
Availability Test.

         7.12     ACCOUNTING METHODS. Modify or change their fiscal year from a
year ending March 31 or their method of accounting (other than as may be
required to conform to GAAP) or enter into, modify, or terminate any agreement
currently existing, or at any time hereafter entered into with any third party
accounting firm or service bureau for the preparation or storage of Borrowers'
or their Subsidiaries' accounting records without said accounting firm or
service bureau agreeing to provide Agent information regarding the Collateral or
Borrowers' and their Subsidiaries financial condition.

         7.13     FORMATION OF SUBSIDIARIES; INVESTMENTS.

                  (a)      Except for Permitted Investments, directly or
indirectly, make or acquire any Investment, or incur any liabilities (including
contingent obligations) for or in connection with any Investment; provided,
however, that Parent and its Subsidiaries shall not (i) have Permitted
Investments (other than in the Cash Management Accounts) in Deposit Accounts or
Securities Accounts in excess of $3,000,000 in the aggregate outstanding at any
one time (excluding (x) Deposit Accounts or Securities Accounts containing only
the cash proceeds received from the WP Carey Transaction (to the extent such
proceeds will be fully utilized in such transaction), and any proceeds from the
monetization of Excluded Assets, and (y) any

                                       95
<PAGE>

Deposit Accounts maintained by U-Haul solely in its capacity as manager of
properties owned by SAC Holding or SSI under a Management Agreement provided
U-Haul has no rights to or interest in the funds deposited therein) unless
Parent or any of its Subsidiaries, as applicable, and the applicable securities
intermediary or bank have entered into Control Agreements or similar
arrangements governing such Permitted Investments, as Agent shall determine in
its Permitted Discretion, to perfect (and further establish) the Agent's Liens
in such Permitted Investments, or (ii) forgive or waive the repayment or
retirement or amend the terms of any Investment in existence on or after the
Closing Date in SAC Holding or any such Person made by the Parent or any
Subsidiary that is required to be repaid or retired by the terms of such
Investment as in effect on or after the Closing Date (other than in accordance
with the terms thereof as in effect on the date the Investment is made).

                  (b)      Form any new Subsidiary or acquire any direct or
indirect Subsidiary after the Closing Date, unless (i) such Subsidiary is a
wholly-owned Subsidiary of a Loan Party, and such Loan Party shall (x) cause
such new Subsidiary to provide to Agent a joinder to this Agreement or the
Guaranty, the Guarantor Security Agreement, the Copyright Security Agreement,
and the Patent and Trademark Security Agreement, together with such other
security documents (including Mortgages with respect to any Real Property of
such new Subsidiary), as well as appropriate Uniform Commercial Code financing
statements (and with respect to all property subject to a Mortgage, fixture
filings), all in form and substance satisfactory to Agent (including being
sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in
and to the assets of such newly formed or acquired Subsidiary), (y) provide to
Agent a pledge agreement and appropriate certificates and powers or Uniform
Commercial Code financing statements, hypothecating all of the direct or
beneficial ownership interest in such new Subsidiary, in form and substance
satisfactory to Agent, and (z) provide to Agent all other documentation,
including one or more opinions of counsel satisfactory to Agent, which in its
opinion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above (including policies of title
insurance or other documentation with respect to all property subject to a
Mortgage), and (ii) Agent receives 30 days' prior written notice of such
formation or acquisition. Any document, agreement, or instrument executed or
issued subject to this Section 7.13(b) shall be a Loan Document.

         7.14     TRANSACTIONS WITH AFFILIATES. Except (a) as otherwise set
forth in the Reorganization Plan, (b) for Parent's reimbursement to, or payment
on behalf of, SAC Holding, of (i) reasonable attorneys' fees incurred by SAC
Holding in connection with the preparation, negotiation and implementation of
the SAC Participation and Subordination Agreement, not to exceed an aggregate
amount of $500,000, (ii) any and all reasonable direct out of pocket expenses
(including reasonable attorneys' fees and accountants' fees and trustee's fees,
but excluding the payment of principal, premium, if any, and interest in respect
of the SAC Holding Senior Bond and any other amount payable by SAC Holding
pursuant to the terms of the SAC Note Indenture) incurred by SAC Holding in
connection with its reporting or other compliance obligations under the SAC
Notes Indenture in an aggregate amount not to exceed $1,000,000 in any 12-month
period, and (iii) Parent's obligations under the Agreement to Indemnify, or (c)
as consented to by Agent and the Required Lenders, directly or indirectly, enter
into or permit to exist any transaction with any Affiliate of any Borrower, SAC
Holding, SSI, PMSR or PM Preferred except for transactions that are in the
ordinary course of Borrowers' business, upon fair and reasonable terms, that are
fully disclosed to Agent, and that are no less favorable to

                                       96
<PAGE>

Borrowers than would be obtained in an arm's length transaction with a
non-Affiliate. Borrowers shall not, and shall not permit any of their
Subsidiaries to, transfer any cash or assets to the Insurance Subsidiaries, the
Dormant Subsidiaries or INW under any circumstances whatsoever or guarantee or
otherwise incur any Indebtedness on behalf of such Insurance Subsidiaries,
Dormant Subsidiaries or INW.

         7.15     SUSPENSION. Except as permitted by Section 7.3, suspend or go
out of a substantial portion of its business.

         7.16     [INTENTIONALLY OMITTED.]

         7.17     USE OF PROCEEDS. Use the Letters of Credit and the proceeds of
the Advances and the Term Loan for any purpose other than (a) on the Closing
Date, (i) to pay transactional fees, costs, and expenses incurred in connection
with this Agreement, the other Loan Documents, and the transactions contemplated
hereby and thereby, (ii) to repay, in full, the outstanding DIP Obligations, and
(iii) to fund the Reorganization Plan and (b) thereafter, for working capital
and other general corporate purposes of Borrowers, in each case consistent with
the terms and conditions hereof, for its lawful and permitted purposes.

         7.18     CHANGE IN LOCATION OF CHIEF EXECUTIVE OFFICE; EQUIPMENT WITH
BAILEES. Relocate its chief executive office to a new location without
Administrative Borrower providing 30 days' prior written notification thereof to
Agent and so long as, at the time of such written notification, the applicable
Borrower provides or authorizes, at the request of Agent, the filing of any
Uniform Commercial Code financing statements or fixture filings necessary to
perfect and continue perfected the Agent's Liens and also provides to Agent a
Collateral Access Agreement, a form of which Agent shall provide to
Administrative Borrower, with respect to such new location. The Equipment of
Borrowers and Guarantors shall not at any time now or hereafter be stored with a
bailee, warehouseman, or similar party (other than a U-Haul Dealer) without
Agent's prior written consent.

         7.19     SECURITIES ACCOUNTS. Establish or maintain any Securities
Account unless Agent shall have received a Control Agreement in respect of such
Securities Account. No Loan Party shall transfer assets out of any Securities
Account; provided, however, that, so long as no Event of Default has occurred
and is continuing or would result therefrom, such Loan Party may use such assets
(and the proceeds thereof) to the extent not prohibited by this Agreement.

         7.20     FINANCIAL COVENANTS.

                  (a)      EBITDA/CAPITAL EXPENDITURES. Allow Consolidated
EBITDA minus Capital Expenditures, each as measured on a fiscal quarter-end
basis for the applicable period set forth below, to be less than the required
amount set forth in the following table as of the applicable date set forth
opposite thereto:

<TABLE>
<CAPTION>
Applicable Amount                                           Applicable Date
- -----------------                                           ---------------
<S>                                                    <C>
   $15,000,000                                           For the 3-month period
                                                          ending June 30, 2004
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Applicable Amount                                           Applicable Date
- -----------------                                           ---------------
<S>                                                    <C>
   $65,000,000                                           For the 6-month period
                                                       ending September 30, 2004

   $65,000,000                                           For the 9-month period
                                                        ending December 31, 2004

   $60,000,000                                          For the 12-month period
                                                         ending March 31, 2005

   $48,000,000                                          For the 12-month period
                                                          ending June 30, 2005

   $25,000,000                                          For the 12-month period
                                                       ending September 30, 2005

   $25,000,000                                          For the 12-month period
                                                        ending December 31, 2005

   $30,000,000                                          For the 12-month period
                                                         ending March 31, 2006

   $80,000,000                                          For the 12-month period
                                                          ending June 30, 2006

  $115,000,000                                          For the 12-month period
                                                       ending September 30, 2006

  $110,000,000                                          For the 12-month period
                                                        ending December 31, 2006

  $105,000,000                                          For the 12-month period
                                                        ending March 31, 2007
</TABLE>

; provided, however, that based upon Borrowers' Projections delivered to Agent
pursuant to Section 6.3(c), the Required Lenders shall establish quarterly
EBITDA minus Capital Expenditure covenants for each fiscal quarter after March
2007, using the same methodology as utilized for 2004, 2005 and 2006, and the
covenants shall be presented to Administrative Borrower for its approval, which
approval shall not be unreasonably withheld. In the event Administrative
Borrower does not approve the proposed covenants, Required Lenders shall
establish such covenants, in their Permitted Discretion, based upon Borrowers'
Projections for the applicable fiscal year.

                  (b)      CAPITAL EXPENDITURES. Make Capital Expenditures in
any fiscal year in excess of the amount set forth in the following table for the
applicable period:

<TABLE>
<CAPTION>
Fiscal Year 2005          Fiscal Year 2006       Fiscal Year 2007
- ----------------          ----------------       ----------------
<S>                       <C>                    <C>
   $185,000,000             $245,000,00            $195,000,000
</TABLE>

                                       98
<PAGE>

; provided, however, that based upon Borrowers' Projections delivered to Agent
pursuant to Section 6.3(c), the Required Lenders shall establish quarterly
Capital Expenditure covenants for each fiscal year after 2007, using the same
methodology as utilized for 2005, 2006 and 2007, and the covenants shall be
presented to Administrative Borrower for its approval, which approval shall not
be unreasonably withheld. In the event Administrative Borrower does not approve
the proposed covenants, Required Lenders shall establish such covenants, in
their Permitted Discretion, based upon Borrowers' Projections for the applicable
fiscal year.

         7.21     NO PROHIBITED TRANSACTIONS UNDER ERISA. Directly or
indirectly:

                  (a)      engage, or permit any Subsidiary of any Borrower to
engage, in any prohibited transaction which is reasonably likely to result in a
civil penalty or excise tax described in Sections 502(i) of ERISA or 4975 of the
IRC for which a statutory or class exemption is not available or a private
exemption has not been previously obtained from the Department of Labor;

                  (b)      with respect to any Benefit Plan, permit to exist an
accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of
the IRC) for a period longer than 30 days, whether or not waived;

                  (c)      fail, or permit any Subsidiary of any Borrower to
fail, to pay timely required contributions or annual installments due with
respect to any waived funding deficiency to any Benefit Plan;

                  (d)      terminate, or permit any Subsidiary of any Borrower
to terminate, any Benefit Plan where such event would result in any liability of
any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate under Title
IV of ERISA;

                  (e)      fail, or permit any Subsidiary of any Borrower to
fail, to make any required contribution or payment to any Multiemployer Plan;

                  (f)      fail, or permit any Subsidiary of any Borrower to
fail, to pay any required installment or any other payment required under
Section 412 of the IRC on or before the due date for such installment or other
payment;

                  (g)      amend, or permit any Subsidiary of any Borrower to
amend, a Benefit Plan resulting in an increase in current liability for the plan
year such that any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate is required to provide security to such Plan under Section 401(a)(29)
of the IRC; or

                  (h)      withdraw, or permit any Subsidiary of any Borrower to
withdraw, from any Multiemployer Plan where such withdrawal is reasonably likely
to result in any liability of any such entity under Title IV of ERISA;

                                       99
<PAGE>

that, individually or in the aggregate, results in or reasonably would be
expected to result in a claim against or liability of any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate in excess of $25,000.

         7.22     SALES AND LEASEBACKS. Except for Permitted Dispositions, enter
into any arrangement, directly or indirectly, with any third party whereby any
Loan Party shall sell or transfer any property, real or personal, whether now
owned or hereafter acquired, and whereby such Loan Party shall then or
thereafter rent or lease as lessee of such property or any part thereof or other
property that such Loan Party intends to use for substantially the same purpose
or purposes as the property sold or transferred.

         7.23     ANTI-TERRORISM LAWS. (a) Conduct any business or engage in any
transaction or dealing with any Blocked Person, including the making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person; (b) deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to Executive Order
No. 13224; or (c) engage in on conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate,
(i) any of the prohibitions set forth in Executive Order No. 13224 or the USA
Patriot Act, or (ii) any prohibitions set forth in the rules or regulations
issued by OFAC or any sanctions against targeted foreign countries, terrorism
sponsoring organizations, and international narcotics traffickers based on U.S.
foreign policy. Borrowers shall deliver to Agent and Lenders any certification
or other evidence requested from time to time by Agent or any Lender, in their
Permitted Discretion, confirming Borrowers' compliance with this Section 7.23.

         7.24     SPECULATIVE TRANSACTIONS. Engage in any transaction involving
commodity options or futures contracts or any similar speculative transactions
except for Hedge Agreements that are used solely as part of normal business
operations as a risk management strategy and/or hedge against charges resulting
from market operations in accordance with Parent's customary policies and not as
a means to speculate for investment purposes or trends and shifts in financial
or commodities markets.

8.       EVENTS OF DEFAULT.

                  Any one or more of the following events shall constitute an
event of default (each, an "Event of Default") under this Agreement:

         8.1.     If Borrowers fail to pay when due and payable, or when
declared due and payable, all or any portion of the Obligations (whether of
principal, interest, fees and charges due the Lender Group, reimbursement of
Lender Group Expenses, or other amounts constituting Obligations); provided,
however that in the case of Overadvances that are caused by the charging of
interest, fees, or Lender Expenses to the Loan Account, such event shall not
constitute an Event of Default if, within 3 Business Days of its receipt of
telephonic notice of such Overadvance, Borrowers eliminate such Overadvance;

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         8.2.     If any of the Loan Parties:

                  (a)      fails to perform, keep, or observe any term,
provision, covenant, or agreement contained in Sections 2.7, 3.2, 4.2, 4.4, 4.6,
4.8, 6.8, 6.11(b), 6.13, 6.20, and 7.1 through 7.24 of this Agreement;

                  (b)      fails or neglects to perform, keep, or observe any
term, provision, covenant, or agreement contained in Sections 4.5, 6.2, 6.3,
6.6, 6.7, 6.9, 6.10, 6.11(a), 6.14, 6.15 and 6.19 of this Agreement and such
failure continues for a period of 15 Business Days; or

                  (c)      fails or neglects to perform, keep, or observe any
other term, provision, covenant, or agreement contained in this Agreement, or in
any of the other Loan Documents (giving effect to any grace periods, cure
periods, or required notices, if any, expressly provided for in such Loan
Documents); in each case, other than any such term, provision, covenant, or
agreement that is the subject of another provision of this Section 8 (in which
event such other provision of this Section 8 shall govern), and such failure
continues for a period of 15 Business Days;

provided that, during any period of time that any such failure or neglect
referred to in this paragraph exists, even if such failure or neglect is not yet
an Event of Default, Lenders shall be relieved of their obligations to extend
credit hereunder;

         8.3.     If any material portion of any Loan Party's assets is
attached, seized, subjected to a writ or distress warrant, levied upon, or comes
into the possession of any third Person;

         8.4.     If any Loan Party is enjoined, restrained, or in any way
prevented by court order from continuing to conduct all or any material part of
its business affairs;

         8.5.     If a notice of Lien, levy, or assessment, individually or in
the aggregate in an amount of $500,000 or greater, is filed of record with
respect to any Loan Party's assets by the United States or Canada, or any
department, agency, or instrumentality thereof, or by any state, province,
territory, county, municipal, or governmental agency, or if any taxes or debts
owing at any time hereafter to any one or more of such entities becomes a Lien,
whether choate or otherwise, upon any Borrower's or any of its Subsidiaries'
assets and the same is not paid on the payment date thereof;

         8.6.     If a judgment or other claim becomes a Lien or encumbrance
upon any material portion of any Loan Party's properties or assets;

         8.7.     If there is a default in any material agreement to which any
Loan Party is a party including, without limitation, any Material Contract,
Affiliate Contract or any material contract with any of SAC Holding, SSI, PMSR
or PM Preferred (other than the New AMERCO Notes, the Term Loan B Notes and the
Synthetic Leases) or any other Indebtedness in excess of $1,000,000, and such
default (a) occurs at the final maturity of the obligations thereunder, or (b)
results in the acceleration of the maturity of the applicable Loan Party's
obligations thereunder;

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         8.8.     Except as otherwise set forth in the Reorganization Plan or as
otherwise permitted by this Agreement, if any Loan Party makes any payment on
account of Indebtedness that has been contractually subordinated in right of
payment to the payment of the Obligations;

         8.9.     If any material misstatement or material misrepresentation
exists now or hereafter in any warranty, representation, statement, or Record
made to the Lender Group by any Borrower, its Subsidiaries, or any officer,
employee, agent, or director of any Borrower or any of its Subsidiaries;

         8.10.    If the obligation of any Guarantor under its Guaranty is
limited or terminated by operation of law or by such Guarantor thereunder;

         8.11.    If this Agreement or any other Loan Document that purports to
create a Lien, shall, for any reason, fail or cease to create a valid and
perfected and, except to the extent permitted by the terms hereof or thereof,
first priority Lien on or security interest in the Collateral covered hereby or
thereby;

         8.12.    If any provision of any Loan Document shall at any time for
any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Loan Party, or a proceeding shall be commenced
by any Loan Party, or by any Governmental Authority having jurisdiction over any
Loan Party, seeking to establish the invalidity or unenforceability thereof, or
any Loan Party shall deny that any Loan Party has any liability or obligation
purported to be created under any Loan Document;

         8.13.    If suit or action is commenced against Agent or the Lenders
and, as to any suit or action brought by any Person other than Borrowers or
Guarantors or an officer or employee of Borrowers, is continued without
dismissal for 30 days after service thereof on the Lenders, that asserts, by or
on behalf of Borrowers or Guarantors, any claim or legal or equitable remedy
which seeks subordination of the claim or Lien of the Lenders hereunder or under
any other Loan Document;

         8.14.    If any Loan Party shall file any application in support of, or
shall otherwise fail to contest in good faith, a suit or action of the type set
forth in Section 8.13 filed by any Person other than a Borrower or an officer or
employee of Borrowers;

         8.15.    If an Insolvency Proceeding is commenced by or against any
Loan Party, or any of its Subsidiaries (other than INW), and any of the
following events occur: (a) the applicable Loan Party or the Subsidiary consents
to the institution of the Insolvency Proceeding against it, (b) the petition
commencing the Insolvency Proceeding is not timely controverted, (c) the
petition commencing the Insolvency Proceeding is not dismissed within 45
calendar days of the date of the filing thereof; provided, however, that, during
the pendency of such period, Lenders shall be relieved of their obligation to
extend credit hereunder, (d) an interim trustee is appointed to take possession
of all or any substantial portion of the properties or assets of, or to operate
all or any substantial portion of the business of, any Loan Party or any of its
Subsidiaries, or (e) an order for relief shall have been entered therein; or

         8.16.    (a) If any event of default occurs under any New AMERCO Note
Document, any Term Loan B Note Document or any of the Synthetic Leases; (b) if
any Term Loan B Note

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Lender contests the validity or enforceability of the Term Loan B Intercreditor
Agreement or fails to comply with its obligations thereunder; or (c) if any New
AMERCO Note Lender contests that the Obligations hereunder constitute "Senior
Indebtedness" under the New AMERCO Note Documents.

9.       THE LENDER GROUP'S RIGHTS AND REMEDIES.

         9.1      RIGHTS AND REMEDIES.

                  (a)      Upon the occurrence, and during the continuation, of
an Event of Default, the Required Lenders (at their election but without notice
of their election and without demand) may authorize and instruct Agent to do any
one or more of the following on behalf of the Lender Group (and Agent, acting
upon the instructions of the Required Lenders, shall do the same on behalf of
the Lender Group), all of which are authorized by Borrowers:

                           (i)      Declare all Obligations (other than Bank
                  Product Obligations), whether evidenced by this Agreement, by
                  any of the other Loan Documents, or otherwise, immediately due
                  and payable;

                           (ii)     Cease advancing money or extending credit to
                  or for the benefit of Borrowers under this Agreement, under
                  any of the Loan Documents, or under any other agreement
                  between Borrowers and the Lender Group;

                           (iii)    Terminate this Agreement and any of the
                  other Loan Documents as to any future liability or obligation
                  of the Lender Group, but without affecting any of the Agent's
                  Liens in the Collateral and without affecting the Obligations;

                           (iv)     Settle or adjust disputes and claims
                  directly with Account Debtors of Borrowers for amounts and
                  upon terms which Agent considers advisable, and in such cases,
                  Agent will credit the Loan Account with only the net amounts
                  received by Agent in payment of such disputed Accounts after
                  deducting all Lender Group Expenses incurred or expended in
                  connection therewith;

                           (v)      Cause Borrowers to hold all of their
                  returned Inventory in trust for the Lender Group, segregate
                  all returned Inventory from all other assets of Borrowers or
                  in Borrowers' possession and conspicuously label said returned
                  Inventory as the property of the Lender Group;

                           (vi)     Without notice to or demand upon any
                  Borrower or any Guarantor, make such payments and do such acts
                  as Agent considers necessary or reasonable to protect its
                  security interests in the Collateral. Each Borrower agrees to
                  assemble the Personal Property Collateral if Agent so
                  requires, and to make the Personal Property Collateral
                  available to Agent at a place that Agent may designate which
                  is reasonably convenient to both parties. Each Borrower
                  authorizes Agent to enter the premises where the Personal
                  Property Collateral is located, to take and maintain
                  possession of the Personal Property Collateral, or any part of
                  it, and to pay, purchase, contest, or compromise any Lien that
                  in Agent's determination appears to conflict with the Agent's
                  Liens and to pay all

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                  expenses incurred in connection therewith and to charge
                  Borrowers' Loan Account therefor. With respect to any of
                  Borrowers' owned or leased premises, each Borrower hereby
                  grants Agent a license to enter into possession of such
                  premises and to occupy the same, without charge, in order to
                  exercise any of the Lender Group's rights or remedies provided
                  herein, at law, in equity, or otherwise;

                           (vii)    Without notice to any Borrower (such notice
                  being expressly waived), and without constituting an
                  acceptance of any collateral in full or partial satisfaction
                  of an obligation (within the meaning of the Code), set off and
                  apply to the Obligations any and all (i) balances and deposits
                  of any Borrower held by the Lender Group (including any
                  amounts received in the Cash Management Accounts), or (ii)
                  Indebtedness at any time owing to or for the credit or the
                  account of any Borrower held by the Lender Group;

                           (viii)   Hold, as cash collateral, any and all
                  balances and deposits of any Borrower held by the Lender
                  Group, and any amounts received in the Cash Management
                  Accounts, to secure the full and final repayment of all of the
                  Obligations;

                           (ix)     Ship, reclaim, recover, store, finish,
                  maintain, repair, prepare for sale, advertise for sale, and
                  sell (in the manner provided for herein) the Personal Property
                  Collateral. Each Borrower hereby grants to Agent, for the
                  benefit of the Lender Group and the Bank Product Providers, a
                  license or other right to use, without charge, such Borrower's
                  labels, patents, copyrights, trade secrets, trade names,
                  trademarks, service marks, and advertising matter, or any
                  property of a similar nature, as it pertains to the Personal
                  Property Collateral, in completing production of, advertising
                  for sale, and selling any Personal Property Collateral and
                  such Borrower's rights under all licenses and all franchise
                  agreements shall inure to the Lender Group's benefit;

                           (x)      Sell the Personal Property Collateral at
                  either a public or private sale, or both, by way of one or
                  more contracts or transactions, for cash or on terms, in such
                  manner and at such places (including Borrowers' premises) as
                  Agent determines is commercially reasonable. It is not
                  necessary that the Personal Property Collateral be present at
                  any such sale;

                           (xi)     Agent shall give notice of the disposition
                  of the Personal Property Collateral as follows:

                                    (A)      Agent shall give Administrative
                           Borrower (for the benefit of the applicable Borrower)
                           a notice in writing of the time and place of public
                           sale, or, if the sale is a private sale or some other
                           disposition other than a public sale is to be made of
                           the Personal Property Collateral, the time on or
                           after which the private sale or other disposition is
                           to be made;

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                                    (B)      The notice shall be personally
                           delivered or mailed, postage prepaid, to
                           Administrative Borrower as provided in Section 12, at
                           least 10 days before the earliest time of disposition
                           set forth in the notice; no notice needs to be given
                           prior to the disposition of any portion of the
                           Personal Property Collateral that is perishable or
                           threatens to decline speedily in value or that is of
                           a type customarily sold on a recognized market;

                                    (C)      Each Borrower hereby acknowledges
                           and agrees that such notice, when given, shall
                           constitute a reasonable "authenticated notification
                           of disposition" within the meaning of Section 9-611
                           of the Uniform Commercial Code, as in effect from
                           time to time in any applicable jurisdiction;

                           (xii)    Credit bid and purchase at any public sale;

                           (xiii)   Seek the appointment of a receiver or keeper
                  to take possession of all or any portion of the Collateral or
                  to operate same and, to the maximum extent permitted by law,
                  may seek the appointment of such a receiver without the
                  requirement of prior notice or a hearing; and

                           (xiv)    Cause any Loan Party to exercise any
                  purchase right with respect to a Vehicle that such Loan Party
                  may have at the termination of any TRAC Lease Transaction if
                  Agent determines, in its Permitted Discretion, that such Loan
                  Party has equity in such Vehicle.

                  (b)      Any deficiency that exists after disposition of the
Personal Property Collateral as provided in Section 9.1(a) will be paid
immediately by Borrowers. Any excess will be returned, without interest and
subject to the rights of third Persons, by Agent to Administrative Borrower (for
the benefit of the applicable Borrower).

                  (c)      Borrowers agree for themselves and on behalf of each
of their Subsidiaries that it would not be commercially unreasonable for Agent
to dispose of the Collateral or any portion thereof by using Internet sites that
provide for the auction of assets of the types included in such Collateral or
that have the reasonable capability of doing so, or that match buyers and
sellers.

         9.2      REMEDIES CUMULATIVE. The rights and remedies of the Lender
Group under this Agreement, the other Loan Documents, and all other agreements
shall be cumulative. The Lender Group shall have all other rights and remedies
not inconsistent herewith as provided under any other Loan Document, the Code,
by law, or in equity. No exercise by the Lender Group of one right or remedy
shall be deemed an election, and no waiver by the Lender Group of any Event of
Default shall be deemed a continuing waiver. No delay by the Lender Group shall
constitute a waiver, election, or acquiescence by it.

10.      TAXES AND EXPENSES.

                  If any Borrower fails to pay any monies (whether taxes,
assessments, insurance premiums, or, in the case of leased properties or assets,
rents or other amounts payable under

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<PAGE>

such leases) due to third Persons, or fails to make any deposits or furnish any
required proof of payment or deposit, all as required under the terms of this
Agreement, then, Agent, in its sole discretion and without prior notice to any
Borrower, may do any or all of the following, provided that, to the extent
practicable, Agent shall give Administrative Borrower 10 days' prior notice
before exercise: (a) make payment of the same or any part thereof, (b) set up
such reserves in Borrowers' Loan Account as Agent deems necessary to protect the
Lender Group from the exposure created by such failure, or (c) in the case of
the failure to comply with Section 6.8 hereof, obtain and maintain insurance
policies of the type described in Section 6.8 and take any action with respect
to such policies as Agent deems prudent. Any such amounts paid by Agent shall
constitute Lender Group Expenses and any such payments shall not constitute an
agreement by the Lender Group to make similar payments in the future or a waiver
by the Lender Group of any Event of Default under this Agreement. Agent need not
inquire as to, or contest the validity of, any such expense, tax, or Lien and
the receipt of the usual official notice for the payment thereof shall be
conclusive evidence that the same was validly due and owing.

11.      WAIVERS; INDEMNIFICATION.

         11.1     DEMAND; PROTEST; ETC. Each Borrower waives demand, protest,
notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension,
or renewal of documents, instruments, Chattel Paper, and guarantees at any time
held by the Lender Group on which any such Borrower may in any way be liable.

         11.2     THE LENDER GROUP'S LIABILITY FOR COLLATERAL. Each Borrower
hereby agrees that: (a) so long as the Lender Group complies with its
obligations, if any, under the Code, Agent shall not in any way or manner be
liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss
or damage thereto occurring or arising in any manner or fashion from any cause,
(iii) any diminution in the value thereof, or (iv) any act or default of any
carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all
risk of loss, damage, or destruction of the Collateral shall be borne by
Borrowers.

         11.3     INDEMNIFICATION. Each Borrower shall pay, indemnify, defend,
and hold the Agent-Related Persons, the Lender Related Persons with respect to
each Lender, each Participant, and each of their respective officers, directors,
employees, agents, and attorneys-in-fact (each, an "Indemnified Person")
harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, and damages, and
all reasonable attorneys fees and disbursements and other costs and expenses
actually incurred in connection therewith (as and when they are incurred and
irrespective of whether suit is brought), at any time asserted against, imposed
upon, or incurred by any of them (a) in connection with or as a result of or
related to the execution, delivery, enforcement, performance, or administration
(including any restructuring or workout with respect hereto) of this Agreement,
any of the other Loan Documents, or the transactions contemplated hereby or
thereby or the monitoring of Borrowers' and their Subsidiaries' compliance with
the terms of the Loan Documents, and (b) with respect to any investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or
the use of the proceeds of the credit provided hereunder (irrespective of
whether any Indemnified Person is a party thereto), or any act, omission, event,
or circumstance in any manner related thereto (all the foregoing, collectively,

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<PAGE>

the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding,
Borrowers shall have no obligation to any Indemnified Person under this Section
11.3 with respect to any Indemnified Liability that a court of competent
jurisdiction finally determines to have resulted from the gross negligence or
willful misconduct of such Indemnified Person. This provision shall survive the
termination of this Agreement and the repayment of the Obligations. If any
Indemnified Person makes any payment to any other Indemnified Person with
respect to an Indemnified Liability as to which Borrowers were required to
indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by Borrowers
with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO
EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE
OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.      NOTICES.

                  Unless otherwise provided in this Agreement, all notices or
demands by Borrowers or Agent to the other relating to this Agreement or any
other Loan Document shall be in writing and (except for financial statements and
other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by registered or certified mail
(postage prepaid, return receipt requested), overnight courier, electronic mail
(at such email addresses as Administrative Borrower or Agent, as applicable, may
designate to each other in accordance herewith), or telefacsimile to Borrowers
in care of Administrative Borrower or to Agent, as the case may be, at its
address set forth below:

                  If to Administrative Borrower:   AMERCO

                                                   1325 Airmotive Way, Suite 100
                                                   Reno, Nevada  89502-3239
                                                   Attn: Assistant Treasurer
                                                   Fax No. 775.688.6338

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<PAGE>

                  with copies to:                  U-HAUL INTERNATIONAL, INC.
                                                   2727 North Central
                                                   Phoenix, Arizona  85004
                                                   Attn: General Counsel
                                                   Fax No. 602.263.6173

                  with copies to:                  SQUIRE, SANDERS & DEMPSEY,
                                                   L.L.P.
                                                   Two Renaissance Square
                                                   40 North Central Avenue,
                                                   Suite 2700
                                                   Phoenix, Arizona  85004
                                                   Attn: Christopher D. Johnson,
                                                   Esq.
                                                   Fax No. 602.253.8129

                  If to Agent:                     WELLS FARGO FOOTHILL, INC.
                                                   2450 Colorado Avenue
                                                   Suite 3000W
                                                   Santa Monica, California
                                                   90404
                                                   Attn: Specialty Finance
                                                   Division Manager
                                                   Fax No. 310.453.7444

                  with copies to:                  PAUL, HASTINGS, JANOFSKY &
                                                       WALKER LLP

                                                   600 Peachtree Street, NE,
                                                   Suite 2400
                                                   Atlanta, Georgia  30308-2222
                                                   Attn: Chris D. Molen, Esq.
                                                         Cindy J.K. Davis, Esq.
                                                   Fax No. 404.815.2424

                  Agent and Borrowers may change the address at which they are
to receive notices hereunder, by notice in writing in the foregoing manner given
to the other party. All notices or demands sent in accordance with this Section
12, other than notices by Agent in connection with enforcement rights against
the Collateral under the provisions of the Code, shall be deemed received on the
earlier of the date of actual receipt or 3 Business Days after the deposit
thereof in the mail. Each Borrower acknowledges and agrees that notices sent by
the Lender Group in connection with the exercise of enforcement rights against
Collateral under the provisions of the Code shall be deemed sent when deposited
in the mail or personally delivered, or, where permitted by law, transmitted by
telefacsimile or any other method set forth above. Each member of the Lender
Group hereby acknowledges and agrees that (i) Agent may provide any notice to be
delivered to the Lender Group pursuant to this Agreement and the other Loan
Documents by posting such notice on IntraLinks or by sending such notice via
electronic mail (at such electronic mail address as such member of the Lender
Group may designate), and (ii) such posting or sending via electronic mail to
the Lender Group shall constitute delivery of such item to the Lender Group.

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<PAGE>

13.      CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

                  (a)      THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.

                  (b)      THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY
OF NEW YORK, STATE OF NEW YORK, EXCEPT TO THE EXTENT THE BANKRUPTCY COURT
RETAINS JURISDICTION WITH RESPECT TO THE REORGANIZATION PLAN; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. BORROWERS AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAWS, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 13(b).

                  (c)      BORROWERS AND THE LENDER GROUP HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS AND THE LENDER GROUP REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.

14.      ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

         14.1     ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      Any Lender may, with the written consent of Agent
(provided that no written consent of Agent shall be required in connection with
any assignment and delegation by a Lender to an Eligible Transferee), assign and
delegate to one or more assignees (each an "Assignee") all, or any ratable part
of all, of the Obligations (other than Bank Product

                                      109
<PAGE>

Obligations), the Commitments and the other rights and obligations of such
Lender hereunder and under the other Loan Documents, in a minimum amount of
$5,000,000 (except that such minimum amount shall not apply to an Affiliate of a
Lender or to a Related Fund or to an assignment of all of such Lender's rights
and obligations); provided, however, that Borrowers and Agent may continue to
deal solely and directly with such Lender in connection with the interest so
assigned to an Assignee until (i) written notice of such assignment, together
with payment instructions, addresses, and related information with respect to
the Assignee, have been given to Administrative Borrower and Agent by such
Lender and the Assignee, (ii) such Lender and its Assignee have delivered to
Administrative Borrower and Agent an Assignment and Acceptance in form and
substance reasonably satisfactory to Agent, and (iii) the assignor Lender or
Assignee has paid to Agent for Agent's separate account a processing fee in the
amount of $5,000. Anything contained herein to the contrary notwithstanding, the
consent of Agent shall not be required (and payment of any fees shall not be
required) if (x) such assignment is in connection with any merger,
consolidation, sale, transfer, or other disposition of all or any substantial
portion of the business or loan portfolio of such Lender or (y) the assignee is
an Affiliate (other than individual(s)) of a Lender or a Related Fund.
Furthermore, for the avoidance of doubt, any assignment or delegation of any
Bank Product Agreement may be effected by the parties thereto without the
consent of the Lender Group.

                  (b)      Subject to recordation in accordance with Section
14.1(h) below, from and after the date that Agent notifies the assignor Lender
(with a copy to Administrative Borrower) that it has received an executed
Assignment and Acceptance and payment of the above-referenced processing fee, as
applicable, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Lender under the Loan Documents, and (ii) the assignor Lender shall, to the
extent that rights and obligations hereunder and under the other Loan Documents
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights (except with respect to Section 11.3 hereof) and be released from its
obligations under this Agreement (and in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement and the other Loan Documents, such Lender
shall cease to be a party hereto and thereto), and such assignment shall effect
a novation between Borrowers and the Assignee; provided, however, that nothing
contained herein shall release any assigning Lender from obligations that
survive the termination of this Agreement, including such assigning Lender's
obligations under Section 16 and Section 17.8 of this Agreement.

                  (c)      By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished
pursuant hereto, (ii) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of
Borrowers or the performance or observance by Borrowers of any of their
obligations under this Agreement or any other Loan Document furnished pursuant
hereto, (iii) such Assignee confirms that it has received a copy of this
Agreement, together with such other

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documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance, (iv) such
Assignee will, independently and without reliance upon Agent, such assigning
Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement, (v) such Assignee appoints and
authorizes Agent to take such actions and to exercise such powers under this
Agreement as are delegated to Agent, by the terms hereof, together with such
powers as are reasonably incidental thereto, and (vi) such Assignee agrees that
it will perform all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

                  (d)      Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance and receipt and
acknowledgment by Agent of such fully executed Assignment and Acceptance, this
Agreement shall be deemed to be amended to the extent, but only to the extent,
necessary to reflect the addition of the Assignee and the resulting adjustment
of the Commitments arising therefrom. The Commitment allocated to each Assignee
shall reduce such Commitments of the assigning Lender pro tanto.

                  (e)      Any Lender may at any time sell to one or more
commercial banks, financial institutions, or other Persons not Affiliates of
such Lender (a "Participant") participating interests in its Obligations, the
Commitment, and the other rights and interests of that Lender (the "Originating
Lender") hereunder and under the other Loan Documents; provided, however, that
(i) the Originating Lender shall remain a "Lender" for all purposes of this
Agreement and the other Loan Documents and the Participant receiving the
participating interest in the Obligations, the Commitments, and the other rights
and interests of the Originating Lender hereunder shall not constitute a
"Lender" hereunder or under the other Loan Documents and the Originating
Lender's obligations under this Agreement shall remain unchanged, (ii) the
Originating Lender shall remain solely responsible for the performance of such
obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal
solely and directly with the Originating Lender in connection with the
Originating Lender's rights and obligations under this Agreement and the other
Loan Documents, (iv) no Lender shall transfer or grant any participating
interest under which the Participant has the right to approve any amendment to,
or any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment to, or consent or waiver with
respect to this Agreement or of any other Loan Document would (1) extend the
final maturity date of the Obligations hereunder in which such Participant is
participating, (2) reduce the interest rate applicable to the Obligations
hereunder in which such Participant is participating, (3) release all or
substantially all of the Collateral or guaranties (except to the extent
expressly provided herein or in any of the Loan Documents) supporting the
Obligations hereunder in which such Participant is participating, (4) postpone
the payment of, or reduce the amount of, the interest or fees payable to such
Participant through such Lender, or (5) change the amount or due dates of
scheduled principal repayments or prepayments or premiums, and (v) all amounts
payable by Borrowers hereunder shall be determined as if such Lender had not
sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement. The rights of any Participant shall only be derivative

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through the Originating Lender with whom such Participant participates and no
Participant shall have any rights under this Agreement or the other Loan
Documents or any direct rights as to the other Lenders, Agent, Borrowers, the
Collections, the Collateral, or otherwise in respect of the Obligations. No
Participant shall have the right to participate directly in the making of
decisions by the Lenders among themselves.

                  (f)      Pursuant to Section 17.10, if any proposed assignee
or participant has agreed in writing to receive any documents or information
subject to the confidentiality provisions contained in this Agreement, in
connection with any such assignment or participation or proposed assignment or
participation, a Lender may disclose all documents and information which it now
or hereafter may have relating to Borrowers or Borrowers' business.

                  (g)      Any other provision in this Agreement
notwithstanding, any Lender (i) may at any time create a security interest in,
or pledge, all or any portion of its rights under and interest in this Agreement
in favor of any Federal Reserve Bank in accordance with Regulation A of the
Federal Reserve Bank or United States Treasury Regulation 31 C.F.R. SECTION
203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under Applicable Laws, and (ii) that is a Fund
may at any time create a security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement to its trustee to support its
obligations to its trustee, on behalf of the holders of such obligations.

                  (h)      Subject to the last sentence of this Section 14.1(h),
Agent shall maintain, or cause to be maintained, a register (the "Register") on
which it enters the name of a Lender as the registered owner of each Advance, as
the case may be, held by such Lender. A Registered Loan (and the Registered
Note, if any, evidencing the same) may be assigned or sold in whole or in part
only by registration of such assignment or sale on the Register (and each
Registered Note shall expressly so provide). Subject to the last sentence of
this Section 14.1(h), any assignment or sale of all or part of such Registered
Loan (and the Registered Note, if any, evidencing the same) may be effected only
by registration of such assignment or sale on the Register, together with the
surrender of the Registered Note, if any, evidencing the same duly endorsed by
(or accompanied by a written instrument of assignment or sale duly executed by)
the holder of such Registered Note, whereupon, at the request of the designated
assignee(s) or transferee(s), one or more new Registered Notes in the same
aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s). Prior to the registration of an assignment or sale of any
Registered Loan (and the Registered Note, if any, evidencing the same),
Borrowers, Agent and the Lenders shall treat the Person in whose name such
Registered Loan (and the Registered Note, if any, evidencing the same) is
registered as the owner thereof for the purpose of receiving all payments
thereon and for all other purposes, notwithstanding notice to the contrary. In
the case of an assignment or delegation covered by Section 14.1(a)(y), the
assigning Lender shall maintain a register comparable to the Register on behalf
of Agent.

                  (i)      In the event that a Lender sells participations in a
Registered Loan, such Lender shall maintain a register on which it enters the
name of all participants in the Registered Loans held by it (the "Participant
Register"). A Registered Loan (and the Registered Note, if any, evidencing the
same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each Registered Note shall
expressly so provide).

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Any participation of such Registered Loan (and the Registered Note, if any,
evidencing the same) may be effected only by the registration of such
participation on the Participant Register.

                  (j)      Notwithstanding any other provision hereof, the
Lenders hereby consent to any Lender's pledge (a "Pledge") of its interest in
the Obligations, the Commitment, and the other rights and interests of that
Lender (a "Loan Pledgor") to any Eligible Transferee that has extended a credit
facility to such Loan Pledgor (a "Loan Pledgee"), on the terms and conditions
set forth in this paragraph. Upon written notice by any Loan Pledgor to Agent
that the Pledge has been effected, Agent agrees to acknowledge receipt of such
notice and thereafter agrees: (a) to use its best efforts to give Loan Pledgee
written notice of any default by Loan Pledgor under this Agreement and any
amendment, modification, waiver or termination of Loan Pledgor's rights under
this Agreement; provided, however, Agent shall not have any liability to Loan
Pledgee if Agent fails to give such notice; (b) that Agent shall deliver, at the
expense of Loan Pledgor, to Loan Pledgee such information available to the
Lenders hereunder as Loan Pledgee shall reasonably request; and (c) that, upon
written notice (a "Redirection Notice") to Agent by Loan Pledgee that Loan
Pledgor is in default, beyond applicable cure periods, under Loan Pledgor's
obligations to Loan Pledgee pursuant to the applicable credit agreement between
Loan Pledgor and Loan Pledgee (which notice need not be joined in or confirmed
by all Lenders), and until such Redirection Notice is withdrawn or rescinded by
Loan Pledgee, any payments to which Loan Pledgor is entitled from time to time
pursuant to this Agreement, or any other Loan Document, shall be paid or
directed to Loan Pledgee. The relevant Loan Pledgor hereby unconditionally and
absolutely releases Agent and the other Lenders from any liability to the such
Loan Pledgor on account of Agent's or any Lender's compliance with any
Redirection Notice reasonably believed by Agent or the Lenders to have been
delivered in good faith. Loan Pledgee shall be permitted fully to exercise its
rights and remedies against the relevant Loan Pledgor, and realize on any and
all collateral granted by such Loan Pledgor to Loan Pledgee (and accept an
assignment in lieu of foreclosure as to such collateral), in accordance with
Applicable Laws and the provisions of this Agreement. In such event, Agent and
the Lenders shall recognize Loan Pledgee, and its successors and assigns that
are Eligible Transferees, as the successor to the applicable Loan Pledgor's
rights, remedies and obligations under this Agreement and the Loan Documents.
The rights of Loan Pledgee under this paragraph shall remain effective unless
and until such Loan Pledgee shall have notified Agent in writing that its
interest in the Obligations, the Commitment, and the other rights and interests
of the relevant Loan Pledgor has terminated.

         14.2     SUCCESSORS. This Agreement shall bind and inure to the benefit
of the respective successors and assigns of each of the parties hereto
including, with respect to each Borrower, the estate of such Borrower, any
trustee or successor-in-interest in an Insolvency Proceeding; provided, however,
that Borrowers may not assign this Agreement or any rights or duties hereunder
without the Lenders' prior written consent and any prohibited assignment shall
be absolutely void ab initio. No consent to assignment by the Lenders shall
release any Borrower from its Obligations. A Lender may assign this Agreement
and the other Loan Documents and its rights and duties hereunder and thereunder
pursuant to Section 14.1 hereof and, except as expressly required pursuant to
Section 14.1 hereof, no consent or approval by any Borrower is required in
connection with any such assignment.

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15.      AMENDMENTS; WAIVERS.

         15.1     AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by Borrowers therefrom, shall be effective unless the
same shall be in writing and signed by the Required Lenders (or by Agent at the
written request of the Required Lenders) and Administrative Borrower (on behalf
of all Borrowers) and then any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in writing and
signed by all of the Lenders affected thereby and Administrative Borrower (on
behalf of all Borrowers) and acknowledged by Agent, do any of the following:

                  (a)      increase or extend any Commitment of any Lender,

                  (b)      postpone or delay any date fixed by this Agreement or
any other Loan Document for any payment of principal, interest, fees, or other
amounts due hereunder or under any other Loan Document,

                  (c)      reduce the principal of, or the rate of interest on,
any loan or other extension of credit hereunder, or reduce any fees or other
amounts payable hereunder or under any other Loan Document,

                  (d)      change the percentage of the Commitments that is
required to take any action hereunder, (e) amend, modify or waive this Section
or any provision of the Agreement providing for consent or other action by all
Lenders,

                  (f)      release Collateral other than as permitted by Section
16.12,

                  (g)      change the definition of "Required Lenders" or "Pro
Rata Share",

                  (h)      contractually subordinate any of the Agent's Liens,

                  (i)      release any Borrower or any material Guarantor from
any obligation for the payment of money,

                  (j)      change the definitions of Availability, Bank Product
Reserves, Borrowing Base, Fair Market Valuation, Maximum Revolver Amount, or
Term Loan Amount or amend, modify or waive any of the provisions of Section
2.1(a), Section 2.1(b), Section 2.2, Section 2.3(e), Section 2.3(i), Section
2.4(b) or Section 2.5, or

                  (k)      amend, modify or waive any of the provisions of
Section 16.

and, provided further, however, that no amendment, waiver or consent shall,
unless in writing and signed by Agent, Issuing Lender, or Swing Lender, affect
the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable,
under this Agreement or any other Loan Document. The foregoing notwithstanding,
any amendment, modification, waiver, consent,

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termination, or release of, or with respect to, any provision of this Agreement
or any other Loan Document that relates only to the relationship of the Lender
Group among themselves, and that does not affect the rights or obligations of
Borrowers, shall not require consent by or the agreement of Borrowers.
Furthermore, for the avoidance of doubt, any amendment, modification, waiver,
consent, termination, or release of, or with respect to, any provision of any
Bank Product Agreement may be effected by the parties thereto without the
consent of the Lender Group.

         15.2     REPLACEMENT OF HOLDOUT LENDER. If any action to be taken by
the Lender Group or Agent hereunder requires the unanimous consent,
authorization, or agreement of all Lenders, and a Lender ("Holdout Lender")
fails to give its consent, authorization, or agreement, then Agent, upon at
least 5 Business Days prior irrevocable notice to the Holdout Lender, may
permanently replace the Holdout Lender with one or more substitute Lenders
(each, a "Replacement Lender"), and the Holdout Lender shall have no right to
refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall
specify an effective date for such replacement, which date shall not be later
than 15 Business Days after the date such notice is given.

                  Prior to the effective date of such replacement, the Holdout
Lender and each Replacement Lender shall execute and deliver an Assignment and
Acceptance Agreement, subject only to the Holdout Lender's being repaid its
share of the outstanding Obligations (including an assumption of its Pro Rata
Share of the Risk Participation Liability) without any premium or penalty of any
kind whatsoever. If the Holdout Lender shall refuse or fail to execute and
deliver any such Assignment and Acceptance Agreement prior to the effective date
of such replacement, the Holdout Lender shall be deemed to have executed and
delivered such Assignment and Acceptance Agreement. The replacement of any
Holdout Lender shall be made in accordance with the terms of Section 14.1. Until
such time as the Replacement Lenders shall have acquired all of the Obligations,
the Commitments, and the other rights and obligations of the Holdout Lender
hereunder and under the other Loan Documents, the Holdout Lender shall remain
obligated to make the Holdout Lender's Pro Rata Share of Advances and to
purchase a participation in each Letter of Credit, in an amount equal to its Pro
Rata Share of the Risk Participation Liability of such Letter of Credit.

         15.3     NO WAIVERS; CUMULATIVE REMEDIES. No failure by Agent or any
Lender to exercise any right, remedy, or option under this Agreement or any
other Loan Document, or delay by Agent or any Lender in exercising the same,
will operate as a waiver thereof. No waiver by Agent or any Lender will be
effective unless it is in writing, and then only to the extent specifically
stated. No waiver by Agent or any Lender on any occasion shall affect or
diminish Agent's and each Lender's rights thereafter to require strict
performance by Borrowers of any provision of this Agreement. Agent's and each
Lender's rights under this Agreement and the other Loan Documents will be
cumulative and not exclusive of any other right or remedy that Agent or any
Lender may have.

         15.4     WP CAREY TRANSACTION. Each Loan Party, each Lender and Agent
hereby stipulate and agree that in the event the Required Lenders approve the
terms and conditions of any transaction constituting the WP Carey Transaction,
any special purpose entity formed by a Loan Party after the Closing Date solely
for the purpose of consummating such WP Carey

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Transaction, as approved, shall not be subject to the representations,
warranties and covenants in this Agreement and the other Loan Documents.

16.      AGENT; THE LENDER GROUP.

         16.1     APPOINTMENT AND AUTHORIZATION OF AGENT. Each Lender hereby
designates and appoints Foothill as its representative under this Agreement and
the other Loan Documents (other than the Bank Product Agreements) and each
Lender hereby irrevocably authorizes Agent to execute and deliver each of the
other Loan Documents (other than the Bank Product Agreements) on its behalf and
to take such other action on its behalf under the provisions of this Agreement
and each other Loan Document (other than the Bank Product Agreements) and to
exercise such powers and perform such duties as are expressly delegated to Agent
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Agent agrees to act as such on the
express conditions contained in this Section 16. The provisions of this Section
16 are solely for the benefit of Agent, and the Lenders, and Borrowers shall
have no rights as a third party beneficiary of any of the provisions contained
herein. Any provision to the contrary contained elsewhere in this Agreement or
in any other Loan Document notwithstanding, Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall Agent have
or be deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against Agent; it being expressly understood and agreed that the use of the word
"Agent" is for convenience only, that Foothill is merely the representative of
the Lenders, and only has the contractual duties set forth herein. Except as
expressly otherwise provided in this Agreement, Agent shall have and may use its
sole discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions that Agent
expressly is entitled to take or assert under or pursuant to this Agreement and
the other Loan Documents. Without limiting the generality of the foregoing, or
of any other provision of the Loan Documents that provides rights or powers to
Agent, Lenders agree that Agent shall have the right to exercise the following
powers as long as this Agreement remains in effect: (a) maintain, in accordance
with its customary business practices, ledgers and records reflecting the status
of the Obligations, the Collateral, the Collections, and related matters, (b)
execute or file any and all financing or similar statements or notices,
amendments, renewals, supplements, documents, instruments, proofs of claim,
notices and other written agreements with respect to the Loan Documents, (c)
make Advances, for itself or on behalf of Lenders as provided in the Loan
Documents, (d) exclusively receive, apply, and distribute the Collections as
provided in the Loan Documents, (e) open and maintain such bank accounts and
cash management accounts as Agent deems necessary and appropriate in accordance
with the Loan Documents for the foregoing purposes with respect to the
Collateral and the Collections, (f) perform, exercise, and enforce any and all
other rights and remedies of the Lender Group with respect to Borrowers, the
Obligations, the Collateral, the Collections, or otherwise related to any of
same as provided in the Loan Documents, and (g) incur and pay such Lender Group
Expenses as Agent may deem necessary or appropriate for the performance and
fulfillment of its functions and powers pursuant to the Loan Documents.

         16.2     DELEGATION OF DUTIES. Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be

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entitled to advice of counsel concerning all matters pertaining to such duties.
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects as long as such selection was made without
gross negligence or willful misconduct.

         16.3     LIABILITY OF AGENT. None of the Agent-Related Persons shall
(i) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by any Borrower or any
Subsidiary or Affiliate of any Borrower, or any officer or director thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the Books or properties of Borrowers or the
books or records or properties of any of Borrowers' Subsidiaries or Affiliates.

         16.4     RELIANCE BY AGENT. Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent, or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to Borrowers
or counsel to any Lender), independent accountants and other experts selected by
Agent. Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Loan Document unless Agent shall first receive
such advice or concurrence of the Lenders as it deems appropriate and until such
instructions are received, Agent shall act, or refrain from acting, as it deems
advisable. If Agent so requests, it shall first be indemnified to its reasonable
satisfaction by Lenders against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action. Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or
consent of the requisite Lenders and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the Lenders.

         16.5     NOTICE OF DEFAULT OR EVENT OF DEFAULT. Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest,
fees, and expenses required to be paid to Agent for the account of the Lenders,
except with respect to Defaults and Events of Default of which Agent has actual
knowledge, unless Agent shall have received written notice from a Lender or
Administrative Borrower referring to this Agreement, describing such Default or
Event of Default, and stating that such notice is a "notice of default." Agent
promptly will notify the Lenders of its receipt of any such notice or of any
Event of Default of which Agent has actual knowledge. If any Lender obtains
actual knowledge of any Event of Default, such Lender promptly shall notify the
other Lenders and Agent of such Event of Default. Each Lender shall be solely
responsible for giving any notices to its Participants, if any. Subject to
Section 16.4,

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Agent shall take such action with respect to such Default or Event of Default as
may be requested by the Required Lenders in accordance with Section 9; provided,
however, that unless and until Agent has received any such request, Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable.

         16.6     CREDIT DECISION. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by Agent hereinafter taken, including any review of the affairs of Borrowers
and their Subsidiaries or Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of Borrowers and any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrowers. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrowers and
any other Person party to a Loan Document. Except for notices, reports, and
other documents expressly herein required to be furnished to the Lenders by
Agent, Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
Borrowers and any other Person party to a Loan Document that may come into the
possession of any of the Agent-Related Persons.

         16.7     COSTS AND EXPENSES; INDEMNIFICATION. Agent may incur and pay
Lender Group Expenses to the extent Agent reasonably deems necessary or
appropriate for the performance and fulfillment of its functions, powers, and
obligations pursuant to the Loan Documents, including court costs, reasonable
attorneys' fees and expenses, fees and expenses of financial accountants,
advisors, consultants and appraisers, costs of collection by outside collection
agencies and auctioneer fees and expenses and costs of security guards or
insurance premiums paid to maintain the Collateral, whether or not Borrowers are
obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan
Agreement or otherwise. Agent is authorized and directed to deduct and retain
sufficient amounts from Collections received by Agent to reimburse Agent for
such out-of-pocket costs and expenses prior to the distribution of any amounts
to Lenders. In the event Agent is not reimbursed for such costs and expenses
from Collections received by Agent, each Lender hereby agrees that it is and
shall be obligated to pay to or reimburse Agent for the amount of such Lender's
Pro Rata Share thereof. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand the Agent-Related Persons
(to the extent not reimbursed by or on behalf of Borrowers and without limiting
the obligation of Borrowers to do so), according to their Pro Rata Shares, from
and against any and all Indemnified Liabilities; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities

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resulting solely from such Person's gross negligence or willful misconduct nor
shall any Lender be liable for the obligations of any Defaulting Lender in
failing to make an Advance or other extension of credit hereunder. Without
limitation of the foregoing, each Lender shall reimburse Agent upon demand for
such Lender's Pro Rata Share of any costs or out-of-pocket expenses (including
attorneys fees and expenses) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment, or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that Agent is not reimbursed for such expenses by or on behalf of
Borrowers. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of Agent.

         16.8     AGENT IN INDIVIDUAL CAPACITY. The Lenders hereby acknowledge
and agree that Foothill and its Affiliates may make loans to (including, without
limitation, pursuant to the Term Loan B Note Documents), issue letters of credit
for the account of, accept deposits from, acquire equity interests in, and
generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with Borrowers and their Subsidiaries and
Affiliates and any other Person party to any Loan Documents as though Foothill
were not Agent hereunder, and, in each case, without notice to or consent of the
other members of the Lender Group. The other members of the Lender Group
acknowledge that, pursuant to such activities, Foothill or its Affiliates may
receive information regarding Borrowers or their Affiliates and any other Person
party to any Loan Documents that is subject to confidentiality obligations in
favor of Borrowers or such other Person and that prohibit the disclosure of such
information to the Lenders, and the Lenders acknowledge that, in such
circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver Agent will use its reasonable best efforts to obtain),
Agent shall not be under any obligation to provide such information to them. The
terms "Lender" and "Lenders" include Foothill in its individual capacity.

         16.9     SUCCESSOR AGENT. Agent may resign as Agent upon 45 days'
notice to the Lenders (and at least 15 days notice to Administrative Borrower).
If Agent resigns under this Agreement, the Required Lenders shall appoint a
successor Agent for the Lenders. If no successor Agent is appointed prior to the
effective date of the resignation of Agent, Agent may appoint, after consulting
with the Lenders, a successor Agent. If Agent has materially breached or failed
to perform any material provision of this Agreement or of Applicable Laws, the
Required Lenders may agree in writing to remove and replace Agent with a
successor Agent from among the Lenders. In any such event, upon the acceptance
of its appointment as successor Agent hereunder, such successor Agent shall
succeed to all the rights, powers, and duties of the retiring Agent and the term
"Agent" shall mean such successor Agent and the retiring Agent's appointment,
powers, and duties as Agent shall be terminated. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 16 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement. If no successor Agent has accepted appointment as
Agent by the date which is 45 days following a retiring Agent's notice of
resignation, the retiring Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of Agent
hereunder until such time, if any, as the Lenders appoint a successor Agent as
provided for above.

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         16.10    LENDER IN INDIVIDUAL CAPACITY. Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with
Borrowers and their Subsidiaries and Affiliates and any other Person party to
any Loan Documents as though such Lender were not a Lender hereunder without
notice to or consent of the other members of the Lender Group. The other members
of the Lender Group acknowledge that, pursuant to such activities, such Lender
and its respective Affiliates may receive information regarding Borrowers or
their Affiliates and any other Person (other than the Lender Group) party to any
Loan Documents that is subject to confidentiality obligations in favor of
Borrowers or such other Person and that prohibit the disclosure of such
information to the Lenders, and the Lenders acknowledge that, in such
circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver such Lender will use its reasonable best efforts to
obtain), such Lender not shall be under any obligation to provide such
information to them. With respect to the Swing Loans and Agent Advances, Swing
Lender shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the sub-agent of the
Agent.

         16.11    WITHHOLDING TAXES.

                  (a)      If any Lender is a "foreign person" within the
meaning of the IRC and such Lender claims exemption from, or a reduction of,
United States withholding tax under Sections 1441 or 1442 of the IRC, such
Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent and
Administrative Borrower:

                           (i)      if such Lender claims an exemption from
                  withholding tax pursuant to its portfolio interest exception,
                  (1) a statement of the Lender, signed under penalty of
                  perjury, that it is not a (A) a "bank" as described in Section
                  881(c)(3)(A) of the IRC, (B) a 10% shareholder of a Borrower
                  (within the meaning of Section 871(h)(3)(B) of the IRC), or
                  (C) a controlled foreign corporation related to a Borrower
                  within the meaning of 864(d)(4) of the IRC, and (2) a properly
                  completed and executed IRS Form W-8BEN, before the first
                  payment of any interest under this Agreement and at any other
                  time reasonably requested by Agent or Administrative Borrower;

                           (ii)     if such Lender claims an exemption from, or
                  a reduction of, withholding tax under a United States tax
                  treaty, properly completed and executed IRS Form W-8BEN before
                  the first payment of any interest under this Agreement and at
                  any other time reasonably requested by Agent or Administrative
                  Borrower;

                           (iii)    if such Lender claims that interest paid
                  under this Agreement is exempt from United States withholding
                  tax because it is effectively connected with a United States
                  trade or business of such Lender, two properly completed and
                  executed copies of IRS Form W-8ECI before the first payment of
                  any interest is due under this Agreement and at any other time
                  reasonably requested by Agent or Administrative Borrower; and

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                           (iv)     such other form or forms as may be required
                  under the IRC or other laws of the United States as a
                  condition to exemption from, or reduction of, United States
                  withholding tax.

Such Lender agrees promptly to notify Agent and Administrative Borrower of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction.

                  (b)      If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8BEN
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of Borrowers to such Lender, such
Lender agrees to notify Agent of the percentage amount in which it is no longer
the beneficial owner of Obligations of Borrowers to such Lender. To the extent
of such percentage amount, Agent will treat such Lender's IRS Form W-8BEN as no
longer valid.

                  (c)      If any Lender is entitled to a reduction in the
applicable withholding tax, Agent may withhold from any interest payment to such
Lender an amount equivalent to the applicable withholding tax after taking into
account such reduction. If the forms or other documentation required by
subsection (a) of this Section are not delivered to Agent, then Agent may
withhold from any interest payment to such Lender not providing such forms or
other documentation an amount equivalent to the applicable withholding tax.

                  (d)      If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify Agent of a change in circumstances which rendered the
exemption from, or reduction of, withholding tax ineffective, or for any other
reason) such Lender shall indemnify and hold Agent harmless for all amounts
paid, directly or indirectly, by Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to Agent under this Section, together with all costs and expenses
(including attorneys fees and expenses). The obligation of the Lenders under
this subsection shall survive the payment of all Obligations and the resignation
or replacement of Agent.

                  (e)      All payments made by Borrowers hereunder or under any
note or other Loan Document will be made without setoff, counterclaim, or other
defense, except as required by Applicable Laws other than for Taxes (as defined
below). All such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction (other than the United States) or by any political subdivision or
taxing authority thereof or therein (other than of the United States) with
respect to such payments (but excluding, any tax imposed by any jurisdiction or
by any political subdivision or taxing authority thereof or therein (i) measured
by or based on the net income or net profits of a Lender, or (ii) to the extent
that such tax results from a change in the circumstances of the Lender,
including a change in the residence, place of organization, or principal place
of business of the Lender, or a change in the branch or lending office of the
Lender participating in the transactions set forth herein) and all interest,
penalties or similar liabilities with respect thereto (all such non-excluded
taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as

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"Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the
full amount of such Taxes, and such additional amounts as may be necessary so
that every payment of all amounts due under this Agreement or under any note,
including any amount paid pursuant to this Section 16.11(e) after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein; provided, however, that Borrowers shall not be required to
increase any such amounts payable to Agent or any Lender (i) that is not
organized under the laws of the United States, if such Person fails to comply
with the other requirements of this Section 16.11, or (ii) if the increase in
such amount payable results from Agent's or such Lender's own willful misconduct
or gross negligence. Borrowers will furnish to Agent as promptly as possible
after the date the payment of any Taxes is due pursuant to Applicable Laws
certified copies of tax receipts evidencing such payment by Borrowers.

         16.12    COLLATERAL MATTERS.

                  (a)      The Lenders hereby irrevocably authorize Agent, at
its option and in its sole discretion, to release any Lien on any Collateral (i)
upon the termination of the Commitments and payment and satisfaction in full by
Borrowers of all Obligations, (ii) constituting property being sold or disposed
of if a release is required or desirable in connection therewith and if
Administrative Borrower certifies to Agent that the sale or disposition is
permitted under Section 7.4 of this Agreement or the other Loan Documents (and
Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting property in which no Borrower and its Subsidiaries owned any
interest at the time the Agent's Lien was granted or at any time thereafter, or
(iv) constituting property leased to a Borrower and its Subsidiaries under a
lease that has expired or is terminated in a transaction permitted under this
Agreement. Except as provided above, Agent will not execute and deliver a
release of any Lien on any Collateral without the prior written authorization of
(y) if the release is of all or any substantial portion of the Collateral (which
shall be deemed to include sales or other dispositions of Collateral with a Fair
Market Valuation in excess of $35,000,000 over the Fair Market Valuation of the
Collateral that may be sold or otherwise disposed of under Section 7.4 hereof),
all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by
Agent or Administrative Borrower at any time, the Lenders will confirm in
writing Agent's authority to release any such Liens on particular types or items
of Collateral pursuant to this Section 16.12; provided, however, that (1) Agent
shall not be required to execute any document necessary to evidence such release
on terms that, in Agent's opinion, would expose Agent to liability or create any
obligation or entail any consequence other than the release of such Lien without
recourse, representation, or warranty, and (2) such release shall not in any
manner discharge, affect, or impair the Obligations or any Liens (other than
those expressly being released) upon (or obligations of Borrowers in respect of)
all interests retained by Borrowers, including, the proceeds of any sale, all of
which shall continue to constitute part of the Collateral.

                  (b)      Agent shall have no obligation whatsoever to any of
the Lenders to assure that the Collateral exists or is owned by Borrowers or
Guarantors or is cared for, protected, or insured or has been encumbered, or
that the Agent's Liens have been properly or sufficiently or lawfully created,
perfected, protected, or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent pursuant to any of the Loan
Documents, it being understood and agreed that in respect of the

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Collateral, or any act, omission, or event related thereto, subject to the terms
and conditions contained herein, Agent may act in any manner it may deem
appropriate, in its sole discretion given Agent's own interest in the Collateral
in its capacity as one of the Lenders and that Agent shall have no other duty or
liability whatsoever to any Lender as to any of the foregoing, except as
otherwise provided herein.

                  (c)      Notwithstanding any provision in the Loan Documents
to the contrary, the Lenders hereby irrevocably authorize Agent, and Agent
hereby agrees that it shall, upon the written request of Administrative
Borrower, execute, have acknowledged as appropriate, and deliver to
Administrative Borrower such release documents as are reasonably necessary or
appropriate under the circumstances to effect the release of any Collateral to
the extent the sale of such Collateral is permitted under this Agreement. Agent
shall deliver any such release documents to Administrative Borrower (or, if
applicable, any closing attorney) to hold in escrow pending the closing of the
related transaction. In the event the closing of such transaction does not
occur, Administrative Borrower shall promptly return to Agent the release
documents executed and delivered by Agent.

         16.13    RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.

                  (a)      Each of the Lenders agrees that it shall not, without
the express written consent of Agent, and that it shall, to the extent it is
lawfully entitled to do so, upon the written request of Agent, set off against
the Obligations, any amounts owing by such Lender to Borrowers or any Deposit
Accounts of Borrowers now or hereafter maintained with such Lender. Each of the
Lenders further agrees that it shall not, unless specifically requested to do so
in writing by Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral.

                  (b)      If, at any time or times any Lender shall receive (i)
by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any
payments with respect to the Obligations, except for any such proceeds or
payments received by such Lender from Agent pursuant to the terms of this
Agreement, or (ii) payments from Agent in excess of such Lender's Pro Rata Share
of all such distributions by Agent, such Lender promptly shall (1) turn the same
over to Agent, in kind, and with such endorsements as may be required to
negotiate the same to Agent, or in immediately available funds, as applicable,
for the account of all of the Lenders and for application to the Obligations in
accordance with the applicable provisions of this Agreement, or (2) purchase,
without recourse or warranty, an undivided interest and participation in the
Obligations owed to the other Lenders so that such excess payment received shall
be applied ratably as among the Lenders in accordance with their Pro Rata
Shares; provided, however, that if all or part of such excess payment received
by the purchasing party is thereafter recovered from it, those purchases of
participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to such
purchasing party, but without interest except to the extent that such purchasing
party is required to pay interest in connection with the recovery of the excess
payment.

         16.14    AGENCY FOR PERFECTION. Agent hereby appoints each other Lender
as its agent (and each Lender hereby accepts such appointment) for the purpose
of perfecting the Agent's

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Liens in assets which, in accordance with Article 9 of the Code can be perfected
only by possession or control. Should any Lender obtain possession or control of
any such Collateral, such Lender shall notify Agent thereof, and, promptly upon
Agent's request therefor shall deliver possession or control of such Collateral
to Agent or in accordance with Agent's instructions.

         16.15    PAYMENTS BY AGENT TO THE LENDERS. All payments to be made by
Agent to the Lenders shall be made by bank wire transfer or internal transfer of
immediately available funds pursuant to such wire transfer instructions as each
party may designate for itself by written notice to Agent. Concurrently with
each such payment, Agent shall identify whether such payment (or any portion
thereof) represents principal, premium, or interest of the Obligations.

         16.16    CONCERNING THE COLLATERAL AND RELATED LOAN DOCUMENTS. Each
member of the Lender Group authorizes and directs Agent to enter into this
Agreement and the other Loan Documents relating to the Collateral, for the
benefit of the Lender Group and the Bank Product Providers. Each member of the
Lender Group agrees that any action taken by Agent in accordance with the terms
of this Agreement or the other Loan Documents relating to the Collateral and the
exercise by Agent of its powers set forth therein or herein, together with such
other powers that are reasonably incidental thereto, shall be binding upon all
of the Lenders.

         16.17    FIELD AUDITS AND EXAMINATION REPORTS; CONFIDENTIALITY;
DISCLAIMERS BY LENDERS; OTHER REPORTS AND INFORMATION. By becoming a party to
this Agreement, each Lender:

                  (a)      is deemed to have requested that Agent furnish such
Lender, promptly after it becomes available, a copy of each field audit or
examination report (each a "Report" and collectively, "Reports") prepared by or
at the request of Agent, and Agent shall so furnish each Lender with such
Reports,

                  (b)      expressly agrees and acknowledges that Agent does not
(i) make any representation or warranty as to the accuracy of any Report, and
(ii) shall not be liable for any information contained in any Report,

                  (c)      expressly agrees and acknowledges that the Reports
are not comprehensive audits or examinations, that Agent or other party
performing any audit or examination will inspect only specific information
regarding Borrowers and will rely significantly upon Loan Parties' Books, as
well as on representations of Borrowers' personnel,

                  (d)      agrees to keep all Reports and other material,
non-public information regarding Borrowers and their Subsidiaries and their
operations, assets, and existing and contemplated business plans in a
confidential manner in accordance with Section 17.10, and

                  (e)      without limiting the generality of any other
indemnification provision contained in this Agreement, agrees: (i) to hold Agent
and any such other Lender preparing a Report harmless from any action the
indemnifying Lender may take or conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to Borrowers, or the
indemnifying Lender's participation in, or the indemnifying Lender's purchase
of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify,
defend and hold Agent, and any

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such other Lender preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including,
attorneys' fees and costs) incurred by Agent and any such other Lender preparing
a Report as the direct or indirect result of any third parties who might obtain
all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request in
writing that Agent provide to such Lender a copy of any report or document
provided by Borrowers to Agent that has not been contemporaneously provided by
Borrowers to such Lender, and, upon receipt of such request, Agent shall provide
a copy of same to such Lender, (y) to the extent that Agent is entitled, under
any provision of the Loan Documents, to request additional reports or
information from Borrowers, any Lender may, from time to time, reasonably
request Agent to exercise such right as specified in such Lender's notice to
Agent, whereupon Agent promptly shall request of Administrative Borrower the
additional reports or information reasonably specified by such Lender, and, upon
receipt thereof from Administrative Borrower, Agent promptly shall provide a
copy of same to such Lender, and (z) any time that Agent renders to
Administrative Borrower a statement regarding the Loan Account, Agent shall send
a copy of such statement to each Lender.

         16.18    SEVERAL OBLIGATIONS; NO LIABILITY. Notwithstanding that
certain of the Loan Documents now or hereafter may have been or will be executed
only by or in favor of Agent in its capacity as such, and not by or in favor of
the Lenders, any and all obligations on the part of Agent (if any) or any Lender
to make any credit available hereunder shall constitute the several (and not
joint) obligations of the respective Lenders on a ratable basis, according to
their respective Commitments, to make an amount of such credit not to exceed, in
principal amount, at any one time outstanding, the amount of their respective
Commitments. Nothing contained herein shall confer upon any Lender any interest
in, or subject any Lender to any liability for, or in respect of, the business,
assets, profits, losses, or liabilities of any other Lender. Each Lender shall
be solely responsible for notifying its Participants of any matters relating to
the Loan Documents to the extent any such notice may be required, and no Lender
shall have any obligation, duty, or liability to any Participant of any other
Lender. Except as provided in Section 16.7, no member of the Lender Group shall
have any liability for the acts or any other member of the Lender Group. No
Lender shall be responsible to any Borrower or any other Person for any failure
by any other Lender to fulfill its obligations to make credit available
hereunder, nor to advance for it or on its behalf in connection with its
Commitment, nor to take any other action on its behalf hereunder or in
connection with the financing contemplated herein.

         16.19    [INTENTIONALLY OMITTED.]

         16.20    ADDITIONAL AGENTS. None of the Lenders or other entities
identified on the facing page of or elsewhere in this Agreement as a "Lead
Arranger", "Syndication Agent" or "Co-Documentation Agent" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement or any
other Loan Document other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders so identified shall have or be
deemed to have any fiduciary relationship with any other Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other entities so identified in deciding to enter into this Agreement or any
other Loan Document or in taking or not taking action hereunder or thereunder.

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         16.21    QUEBEC SECURITY. For greater certainty, and without limiting
the powers of Agent or any other Person acting as an agent for the Lender Group
hereunder or under any of the Loan Documents, each Borrower hereby acknowledges
that, for purposes of holding any Liens, including hypothecs, granted or to be
granted by any Borrower or any Guarantor on movable or immovable property
pursuant to the laws of the Province of Quebec to secure obligations of any
Borrower or any Guarantor under any bond issued by any Borrower or any
Guarantor, Agent shall be the holder of an irrevocable power of attorney (fonde
de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) (the
"Fonde de pouvoir") for and on behalf of (i) all present and future Lenders
(including the Issuing Lender), (ii) the Issuing Lender and the Underlying
Issuer that may from time to time, and respectively, issue L/C and L/C
Undertaking for the account of Borrowers, and (iii) any Bank Product Provider
that may from time to time extend Bank Products to Administrative Borrower or
its Subsidiaries. Each Lender (including the Issuing Lender), for itself and on
behalf of any Underlying Issuer that issues or may issue L/C Undertaking for the
account of Borrowers and any Bank Product Provider that extends or may extend
Bank Products to Administrative Borrower or its Subsidiaries, hereby (i)
irrevocably constitutes, to the extent necessary, Agent as the Fonde de pouvoir
in order to hold Liens, including hypothecs, granted or to be granted by any
Borrower or any Guarantor on movable and immovable property pursuant to the laws
of the Province of Quebec to secure obligations of any Borrower or any Guarantor
under any bond issued by any Borrower or any Guarantor; and (ii) appoints and
agrees that Agent, acting as administrative agent for the Lenders (including the
Issuing Lender) may act as the bondholder and mandatary with respect to any bond
that may be issued and pledged from time to time for the benefit of the Lenders
(including the Issuing Lender), any Underlying Issuer and any Bank Product
Provider.

         The said constitution of the Fonde de pouvoir as the holder of such
irrevocable power of attorney and of Agent as bondholder and mandatory with
respect to any bond that may be issued and pledged from time to time for the
benefit of the Lenders (including the Issuing Lender), the Underlying Issuer and
the Bank Product Provider shall be deemed to have been ratified and confirmed as
follows:

                           (i)      by any Assignee by the execution of an
                  Assignment and Acceptance;

                           (ii)     by any Issuing Lender, Underlying Issuer or
                  Bank Product Provider by the issuance or execution, as the
                  case may be, of L/C, L/C Undertaking or Bank Product; and

                           (iii)    by any assignee of the Issuing Lender, the
                  Underlying Issuer or of the Bank Product Provider by the
                  execution of an assignment agreement.

         Notwithstanding the provisions of Section 32 of the An Act respecting
the special powers of legal persons (Quebec), Agent may purchase, acquire and be
the holder of any bond issued by any Borrower or any Guarantor (i.e. the Fonde
de pouvoir may acquire and hold the first bond issued under any deed of hypothec
granted by any Borrower or any Guarantor). Each Borrower hereby acknowledges
that any such bond shall constitute a title of indebtedness, as such term is
used in Article 2692 of the Civil Code of Quebec.

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         Agent herein appointed as Fonde de pouvoir shall have the same rights,
powers and immunities as the Agent as stipulated in this Section 16, which shall
apply mutatis mutandis. Without limitation, the provisions of Section 16.9 shall
apply mutatis mutandis to the resignation and appointment of a successor to
Agent acting as Fonde de pouvoir.

17.      GENERAL PROVISIONS.

         17.1     EFFECTIVENESS. This Agreement shall be binding and deemed
effective when executed by Borrowers, Agent, and each Lender whose signature is
provided for on the signature pages hereof.

         17.2     SECTION HEADINGS. Headings and numbers have been set forth
herein for convenience only. Unless the contrary is compelled by the context,
everything contained in each Section applies equally to this entire Agreement.

         17.3     INTERPRETATION. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against the Lender Group or
Borrowers, whether under any rule of construction or otherwise. On the contrary,
this Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto.

         17.4     SEVERABILITY OF PROVISIONS. Each provision of this Agreement
shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision. Furthermore,
the provisions of any Loan Document shall be severable from the provisions of
every other Loan Document for the purpose of determining the legal
enforceability of any specific provision.

         17.5     AMENDMENTS IN WRITING. This Agreement only can be amended by a
writing in accordance with Section 15.1.

         17.6     COUNTERPARTS; TELEFACSIMILE EXECUTION. This Agreement may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the same Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or via email transmission of an Adobe portable document format
file (also known as a "PDF File") shall be equally as effective as delivery of
an original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile or via email
transmission of an Adobe portable document format file (also known as a "PDF
File") also shall deliver an original executed counterpart of this Agreement but
the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement. The foregoing
shall apply to each other Loan Document mutatis mutandis.

         17.7     REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the incurrence or
payment of the Obligations by any Borrower or any Guarantor or the transfer to
the Lender Group of any property should for any reason subsequently be declared
to be void or voidable under any state or federal law relating to creditors'
rights, including provisions of the Bankruptcy Code relating to fraudulent
conveyances, preferences, or other voidable or recoverable payments of money or

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transfers of property (collectively, a "Voidable Transfer"), and if the Lender
Group is required to repay or restore, in whole or in part, any such Voidable
Transfer, or elects to do so upon the reasonable advice of its counsel, then, as
to any such Voidable Transfer, or the amount thereof that the Lender Group is
required or elects to repay or restore, and as to all reasonable costs,
expenses, and attorneys fees of the Lender Group related thereto, the liability
of Borrowers or Guarantors automatically shall be revived, reinstated, and
restored and shall exist as though such Voidable Transfer had never been made.

         17.8     INTEGRATION. This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.

         17.9     PARENT AS AGENT FOR BORROWERS. Each Borrower hereby
irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all
Borrowers ("Administrative Borrower") which appointment shall remain in full
force and effect unless and until Agent shall have received prior written notice
signed by each Borrower that such appointment has been revoked and that another
Borrower has been appointed Administrative Borrower. Each Borrower hereby
irrevocably appoints and authorizes Administrative Borrower (i) to provide Agent
with all notices with respect to Advances and Letters of Credit obtained for the
benefit of any Borrower and all other notices and instructions under this
Agreement and (ii) to take such action as Administrative Borrower deems
appropriate on its behalf to obtain Advances and Letters of Credit and to
exercise such other powers as are reasonably incidental thereto to carry out the
purposes of this Agreement. It is understood that the handling of the Loan
Account and Collateral in a combined fashion, as more fully set forth herein, is
done solely as an accommodation to Borrowers in order to utilize the collective
borrowing powers of Borrowers in the most efficient and economical manner and at
their request, and that Lender Group shall not incur liability to any Borrower
as a result hereof. Each Borrower expects to derive benefit, directly or
indirectly, from the handling of the Loan Account and the Collateral in a
combined fashion since the successful operation of each Borrower is dependent on
the continued successful performance of the integrated group. To induce the
Lender Group to do so, and in consideration thereof, each Borrower hereby
jointly and severally agrees to indemnify each member of the Lender Group and
hold each member of the Lender Group harmless against any and all liability,
expense, loss or claim of damage or injury, made against the Lender Group by any
Borrower or by any third party whosoever, arising from or incurred by reason of
(a) the handling of the Loan Account and Collateral as herein provided, (b) the
Lender Group's relying on any instructions of Administrative Borrower, or (c)
any other action taken by the Lender Group hereunder or under the other Loan
Documents, except that Borrowers will have no liability to the relevant
Agent-Related Person or Lender-Related Person under this Section 17.9 with
respect to any liability that has been finally determined by a court of
competent jurisdiction to have resulted solely from the gross negligence or
willful misconduct of such Agent-Related Person or Lender-Related Person, as the
case may be.

         17.10    CONFIDENTIALITY. Agent and the Lenders each individually (and
not jointly or jointly and severally) agree that material, non-public
information regarding Borrowers and their Subsidiaries, their operations,
assets, and existing and contemplated business plans shall be treated by Agent

                                      128
<PAGE>

and the Lenders in a confidential manner, and shall not be disclosed by Agent
and the Lenders to Persons who are not parties to this Agreement, except: (a) to
attorneys for and other advisors, accountants, auditors, and consultants to any
member of the Lender Group, (b) to Subsidiaries and Affiliates of any member of
the Lender Group (including the Bank Product Providers), provided that any such
Subsidiary or Affiliate shall have agreed to receive such information hereunder
subject to the terms of this Section 17.10, (c) as may be required by statute,
decision, or the Court or other judicial or administrative order, rule, or
regulation, or to the extent requested by any regulatory authority purporting to
have jurisdiction over any Lender (including any self-regulatory authority, such
as the National Association of Insurance Commissioners), (d) as may be agreed to
in advance by Administrative Borrower or its Subsidiaries or as requested or
required by any Governmental Authority pursuant to any subpoena or other legal
process, (e) as to any such information that is or becomes generally available
to the public (other than as a result of prohibited disclosure by Agent or the
Lenders), (f) in connection with any assignment, prospective assignment, sale,
prospective sale, participation or prospective participations, or pledge or
prospective pledge of any Lender's interest under this Agreement, provided that
any such assignee, prospective assignee, purchaser, prospective purchaser,
participant, prospective participant, pledgee, or prospective pledgee shall have
agreed in writing to receive such information hereunder subject to the terms of
this Section, and (g) in connection with any litigation or other adversary
proceeding involving parties hereto which such litigation or adversary
proceeding involves claims related to the rights or duties of such parties under
this Agreement or the other Loan Documents. The provisions of this Section 17.10
shall survive for 2 years after the payment in full of the Obligations. Anything
contained herein or in any other Loan Document to the contrary notwithstanding,
the obligations of confidentiality contained herein and therein, as they relate
to the transactions contemplated hereby, shall not apply to the federal tax
structure or federal tax treatment of such transactions, and each party hereto
(and any employee, representative, or agent of any party hereto) may disclose to
any and all Persons, without limitation of any kind, the federal tax structure
and federal tax treatment of such transactions (including all written materials
related to such tax structure and tax treatment). The preceding sentence is
intended to cause the transactions contemplated hereby to not be treated as
having been offered under conditions of confidentiality for purposes of Section
1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations
promulgated under Section 6011 of the IRC and shall be construed in a manner
consistent with such purpose. In addition, each party hereto acknowledges that
it has no proprietary or exclusive rights to the tax structure of the
transactions contemplated hereby or any tax matter or tax idea related thereto.

                           [Signature pages to follow]

                                      129
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.

BORROWERS:                   AMERCO, a Nevada corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________
                             Title: Secretary
                                    ________________________________

                             AMERCO REAL ESTATE COMPANY,
                             a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

                             AMERCO REAL ESTATE COMPANY
                             OF ALABAMA, INC., an Alabama
                             corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

                             AMERCO REAL ESTATE COMPANY
                             OF TEXAS, INC., a Texas
                             corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

                             FIVE PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

                             FOURTEEN PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

LOAN AND SECURITY AGREEMENT

                                      S-1

<PAGE>

                             ONE PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________
                             Title: President
                                    ________________________________

LOAN AND SECURITY AGREEMENT

                                      S-2

<PAGE>

                             SEVEN PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________

                            Title: President
                                   ________________________________

                             SIXTEEN PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________

                             Title: President
                                    ________________________________

                             TEN PAC COMPANY, a Nevada corporation

                             By: /s/ Carlos Vizcarra
                                 ___________________________________

                            Title: President
                                   ________________________________

                             U-HAUL CO. OF ALASKA, an Alaska corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________

                             Title: Secretary
                                    ________________________________

                             U-HAUL CO. OF ARIZONA, an Arizona corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________

                             Title: Secretary
                                    ________________________________

                             U-HAUL CO. OF FLORIDA, a Florida corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________

                             Title: Secretary
                                    ________________________________

LOAN AND SECURITY AGREEMENT

                                      S-3

<PAGE>

                             U-HAUL CO. OF HAWAII, INC., a Hawaii corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________
                             Title: Secretary
                                    ________________________________

LOAN AND SECURITY AGREEMENT

                                      S-4
<PAGE>

                             U-HAUL INTERNATIONAL, INC., a Nevada corporation

                             By: /s/ Gary V. Klinefelter
                                 ___________________________________

                             Title: Secretary
                                    ________________________________

                             YONKERS PROPERTY CORPORATION,
                             a New York corporation
                             By: /s/ Gary V. Klinefelter
                                 ___________________________________

                             Title: Secretary
                                    ________________________________

AGENT AND LENDERS:           WELLS FARGO FOOTHILL, INC.,
                             a California corporation, as Agent and as Lender

                             By: /s/ [Illegible]
                                 ___________________________________

                             Title: ________________________________

LOAN AND SECURITY AGREEMENT

                                      S-5
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
1.       DEFINITIONS AND CONSTRUCTION.................................................................         2

         1.1      Definitions.........................................................................         2

         1.2      Accounting Terms; GAAP..............................................................        38

         1.3      Code................................................................................        39

         1.4      Construction........................................................................        39

         1.5      Schedules and Exhibits..............................................................        39

2.       LOAN AND TERMS OF PAYMENT....................................................................        39

         2.1      Revolver Advances...................................................................        39

         2.2      Term Loan...........................................................................        40

         2.3      Borrowing Procedures and Settlements................................................        40

         2.4      Payments............................................................................        47

         2.5      Overadvances........................................................................        50

         2.6      Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations.........        50

         2.7      Cash Management.....................................................................        52

         2.8      Crediting Payments..................................................................        53

         2.9      Designated Account..................................................................        53

         2.10     Maintenance of Loan Account; Statements of Obligations..............................        54

         2.11     Fees................................................................................        54

         2.12     Letters of Credit...................................................................        54

         2.13     LIBOR Option........................................................................        58

         2.14     Capital Requirements................................................................        60

         2.15     Joint and Several Liability of Borrowers............................................        61

         2.16     Registered Notes....................................................................        63

3.       CONDITIONS; TERM OF AGREEMENT................................................................        63

         3.1      Conditions Precedent to the Initial Extension of Credit.............................        63

         3.2      Conditions Subsequent to the Initial Extension of Credit............................        68

         3.3      Conditions Precedent to all Extensions of Credit....................................        68

         3.4      Term................................................................................        69

         3.5      Effect of Termination...............................................................        69
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         3.6      Early Termination by Borrowers......................................................       69

4.       CREATION OF SECURITY INTEREST................................................................       70

         4.1      Grant of Security Interest..........................................................       70

         4.2      Negotiable Collateral and Chattel Paper.............................................       70

         4.3      Collection of Accounts, General Intangibles, and Negotiable Collateral..............       71

         4.4      Delivery of Additional Documentation Required.......................................       71

         4.5      Power of Attorney...................................................................       72

         4.6      Right to Inspect....................................................................       72

         4.7      Control Agreements..................................................................       73

         4.8      Commercial Tort Claims..............................................................       73

         4.9      Grants, Rights and Remedies.........................................................       73

         4.10     Survival............................................................................       74

5.       REPRESENTATIONS AND WARRANTIES...............................................................       74

         5.1      No Encumbrances.....................................................................       74

         5.2      Ownership of Certain Assets.........................................................       74

         5.3      [Intentionally Omitted.]............................................................       74

         5.4      Equipment...........................................................................       74

         5.5      Location of Equipment...............................................................       74

         5.6      Equipment Records...................................................................       74

         5.7      Location of Chief Executive Office; FEIN; Organizational ID Number..................       74

         5.8      Due Organization and Qualification; Subsidiaries; Affiliates........................       75

         5.9      Due Authorization; No Conflict......................................................       76

         5.10     Litigation..........................................................................       77

         5.11     Financial Statements; No Material Adverse Change....................................       77

         5.12     Fraudulent Transfer.................................................................       78

         5.13     Employee Benefits...................................................................       78

         5.14     Environmental Condition.............................................................       78

         5.15     Brokerage Fees......................................................................       78

         5.16     Intellectual Property...............................................................       79
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         5.17     Leases..............................................................................       79

         5.18     DDAs................................................................................       79

         5.19     Complete Disclosure.................................................................       79

         5.20     Indebtedness, Etc...................................................................       79

         5.21     Confirmation Order..................................................................       80

         5.22     Reservation Management System.......................................................       80

         5.23     Taxes and Remittances...............................................................       80

         5.24     Investigations......................................................................       80

         5.25     Vehicles............................................................................       80

         5.26     Anti-Terrorism Laws.................................................................       81

6.       AFFIRMATIVE COVENANTS........................................................................       82

         6.1      Accounting System...................................................................       82

         6.2      Collateral Reporting................................................................       82

         6.3      Financial Statements, Reports, Certificates.........................................       82

         6.4      Guarantor Reports...................................................................       85

         6.5      [Intentionally Omitted.]............................................................       85

         6.6      Maintenance of Properties...........................................................       85

         6.7      Taxes...............................................................................       86

         6.8      Insurance...........................................................................       86

         6.9      Location of Equipment...............................................................       87

         6.10     Compliance with Laws................................................................       87

         6.11     Leases..............................................................................       87

         6.12     Brokerage Commissions...............................................................       87

         6.13     Existence...........................................................................       88

         6.14     Environmental.......................................................................       88

         6.15     Disclosure Updates..................................................................       88

         6.16     Material Contracts; Affiliate Contracts.............................................       88

         6.17     Employee Benefits...................................................................       88

         6.18     Real Estate.........................................................................       89

         6.19     Reorganization Plan.................................................................       90
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         6.20     Vehicles............................................................................        90

7.       NEGATIVE COVENANTS...........................................................................        90

         7.1      Indebtedness, Etc...................................................................        90

         7.2      Liens...............................................................................        92

         7.3      Restrictions on Fundamental Changes.................................................        92

         7.4      Disposal of Assets..................................................................        92

         7.5      Change Name.........................................................................        93

         7.6      Guarantee...........................................................................        93

         7.7      Nature of Business..................................................................        93

         7.8      Prepayments and Amendments..........................................................        93

         7.9      Change of Control...................................................................        94

         7.10     Ownership of Certain Assets.........................................................        95

         7.11     Distributions.......................................................................        95

         7.12     Accounting Methods..................................................................        95

         7.13     Formation of Subsidiaries; Investments..............................................        95

         7.14     Transactions with Affiliates........................................................        96

         7.15     Suspension..........................................................................        97

         7.16     [Intentionally Omitted.]............................................................        97

         7.17     Use of Proceeds.....................................................................        97

         7.18     Change in Location of Chief Executive Office; Equipment with Bailees................        97

         7.19     Securities Accounts.................................................................        97

         7.20     Financial Covenants.................................................................        97

         7.21     No Prohibited Transactions Under ERISA..............................................        99

         7.22     Sales and Leasebacks................................................................       100

         7.23     Anti-Terrorism Laws.................................................................       100

         7.24     Speculative Transactions............................................................       100

8.       EVENTS OF DEFAULT............................................................................       100

9.       THE LENDER GROUP'S RIGHTS AND REMEDIES.......................................................       103

         9.1      Rights and Remedies.................................................................       103
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         9.2      Remedies Cumulative.................................................................       105

10.      TAXES AND EXPENSES...........................................................................       105

11.      WAIVERS; INDEMNIFICATION.....................................................................       106

         11.1     Demand; Protest; etc................................................................       106

         11.2     The Lender Group's Liability for Collateral.........................................       106

         11.3     Indemnification.....................................................................       106

12.      NOTICES......................................................................................       107

13.      CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER...................................................       109

14.      ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS...................................................       109

         14.1     Assignments and Participations......................................................       109

         14.2     Successors..........................................................................       113

15.      AMENDMENTS; WAIVERS..........................................................................       114

         15.1     Amendments and Waivers..............................................................       114

         15.2     Replacement of Holdout Lender.......................................................       115

         15.3     No Waivers; Cumulative Remedies.....................................................       115

         15.4     WP Carey Transaction................................................................       115

16.      AGENT; THE LENDER GROUP......................................................................       116

         16.1     Appointment and Authorization of Agent..............................................       116

         16.2     Delegation of Duties................................................................       116

         16.3     Liability of Agent..................................................................       117

         16.4     Reliance by Agent...................................................................       117

         16.5     Notice of Default or Event of Default...............................................       117

         16.6     Credit Decision.....................................................................       118

         16.7     Costs and Expenses; Indemnification.................................................       118

         16.8     Agent in Individual Capacity........................................................       119

         16.9     Successor Agent.....................................................................       119

         16.10    Lender in Individual Capacity.......................................................       120

         16.11    Withholding Taxes...................................................................       120

         16.12    Collateral Matters..................................................................       122

         16.13    Restrictions on Actions by Lenders; Sharing of Payments.............................       123
</TABLE>

                                      -v-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         16.14    Agency for Perfection...............................................................       123

         16.15    Payments by Agent to the Lenders....................................................       124

         16.16    Concerning the Collateral and Related Loan Documents................................       124

         16.17    Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
                  Reports and Information.............................................................       124

         16.18    Several Obligations; No Liability...................................................       125

         16.19    [Intentionally Omitted.]............................................................       125

         16.20    Additional Agents...................................................................       125

         16.21    Quebec Security.....................................................................       126

17.      GENERAL PROVISIONS...........................................................................       127

         17.1     Effectiveness.......................................................................       127

         17.2     Section Headings....................................................................       127

         17.3     Interpretation......................................................................       127

         17.4     Severability of Provisions..........................................................       127

         17.5     Amendments in Writing...............................................................       127

         17.6     Counterparts; Telefacsimile Execution...............................................       127

         17.7     Revival and Reinstatement of Obligations............................................       127

         17.8     Integration.........................................................................       128

         17.9     Parent as Agent for Borrowers.......................................................       128

         17.10    Confidentiality.....................................................................       128
</TABLE>

                                      -vi-
<PAGE>

                             EXHIBITS AND SCHEDULES

Exhibit A-1            Form of Assignment and Acceptance Agreement
Exhibit B-1            Form of Borrowing Base Certificate
Exhibit C-1            Form of Compliance Certificate
Exhibit L-1            Form of LIBOR Notice

Schedule A-1           Affiliate Contracts
Schedule A-2           Agent's Account
Schedule C-1           Commercial Tort Claims
Schedule C-2           Commitments
Schedule D-1           Designated Account
Schedule E-1           Excluded Assets
Schedule G-1           Guarantors
Schedule M-1           Material Contracts
Schedule P-1           Permitted Liens
Schedule R-1           Real Property Collateral
Schedule W-1           WP Carey Transaction
Schedule 2.7(a)        Cash Management Banks
Schedule 2.7(e)        Cash Collateral Accounts
Schedule 3.1(d)        Collateral Access Agreements
Schedule 3.1(t)        Contracts with SAC Holding, SSI, PMSR or PM Preferred
Schedule 3.1(w)        Book Value of Trucks
Schedule 3.2(d)        Zoning Letters
Schedule 3.2(e)        Subordinated, Non-Disturbance and Attornment Agreements
Schedule 5.7           Chief Executive Office; FEIN; Organizational ID Number
Schedule 5.8(b)        Capitalization of Borrowers
Schedule 5.8(c)        Capitalization of Borrowers' and Guarantors' Subsidiaries
Schedule 5.8(d)        Subscriptions; Options; Warrants
Schedule 5.8(e)        Affiliates
Schedule 5.10          Litigation
Schedule 5.13          Employee Benefits
Schedule 5.14          Environmental Matters
Schedule 5.16          Intellectual Property
Schedule 5.18          Demand Deposit Accounts
Schedule 5.20(a)       Indebtedness as of the Closing Date
Schedule 5.20(b)       TRAC Lease Transactions as of the Closing Date
Schedule 5.20(c)       Maximum Debt; Refinancing Indebtedness
Schedule 7.8(a)        Scheduled Payments under Synthetic Leases

<PAGE>

                                  SCHEDULE A-2

                                 AGENT'S ACCOUNT

                  An account at a bank designated by Agent from time to time as
the account into which Borrowers shall make all payments to Agent for the
benefit of the Lender Group and into which the Lender Group shall make all
payments to Agent under this Agreement and the other Loan Documents; unless and
until Agent notifies Administrative Borrower and the Lender Group to the
contrary, Agent's Account shall be that certain deposit account bearing account
number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 4 New York
Plaza, 15th Floor, New York, New York 10004, ABA #021000021.

<PAGE>

                                  SCHEDULE C-2

                                   COMMITMENTS

<TABLE>
<CAPTION>
            LENDER           REVOLVER COMMITMENT          TERM LOAN COMMITMENT            TOTAL COMMITMENT
            ------           -------------------          --------------------            ----------------
<S>                          <C>                          <C>                             <C>
Wells Fargo Foothill, Inc.      $200,000,000                 $350,000,000                   $550,000,000

All Lenders                     $200,000,000                 $350,000,000                   $550,000,000
</TABLE>

<PAGE>

                                  SCHEDULE D-1

                               DESIGNATED ACCOUNT

                  Account number 42-4903 of Administrative Borrower maintained
with Administrative Borrower's Designated Account Bank, or such other deposit
account of Administrative Borrower (located within the United States) that has
been designed as such, in writing, by Administrative Borrower to Agent.

                  "Designated Account Bank" means Bank One Arizona whose office
is located at 201 North Central Avenue, Phoenix, Arizona 85004 and whose ABA
number is 122100024.
<PAGE>

                                    GUARANTY

         This GUARANTY (this "Guaranty") is entered into as of March 1, 2004, by
each of the parties listed on the signature page hereof as a guarantor, together
with those additional entities that hereafter become parties hereto by executing
the form of Supplement attached hereto as Annex 1 (each, a "Guarantor", and
collectively, the "Guarantors"), in favor of Wells Fargo Foothill Inc., a
California corporation, as administrative agent and collateral agent for the
Lenders (as defined in the hereinafter defined Loan Agreement) ("Agent").

                              W I T N E S S E T H:

         WHEREAS, AMERCO, a Nevada corporation, and each of its Subsidiaries (as
defined in the hereinafter defined Loan Agreement) that are signatories thereto,
as borrowers (collectively, the "Borrowers"), Agent, and the Lenders are parties
to that certain Loan and Security Agreement dated as of even date herewith (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Loan Agreement"; capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Loan Agreement),
pursuant to which the Lender Group has agreed to make Advances, issue Letters of
Credit and make other extensions of credit to the Borrowers from time to time
pursuant to the terms and conditions thereof and the other Loan Documents; and

         WHEREAS, the Guarantors are direct or indirect Subsidiaries of a
Borrower, and each Guarantor has determined that it will realize substantial
direct and indirect benefits as a result of the loans and other financial
accommodations extended to the Borrowers pursuant to the Loan Agreement, and
such Guarantor's execution, delivery and performance of this Guaranty are within
such Guarantor's corporate or other purposes and are in the best interests of
such Guarantor; and

                  WHEREAS, it is a condition precedent to the execution and
delivery of the Loan Agreement by the Lender Group and the extension of the
loans and other financial accommodations to the Borrowers thereunder that each
Guarantor execute and deliver this Guaranty to Agent; and

         WHEREAS, the obligations of each Guarantor hereunder are secured by
security interests granted to Agent, for the benefit of the Lender Group and the
Bank Product Providers, pursuant to that certain Guarantor Security Agreement
dated as of even date herewith, among the Guarantors (as defined in the Loan
Agreement) and Agent (the "Guarantor Security Agreement"), and any other Loan
Documents to which such Guarantor is a party;

         NOW, THEREFORE, for and in consideration of the recitals made above,
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, each Guarantor hereby agrees as follows:

                  1.       Guaranty. Each Guarantor hereby guarantees to Agent,
for the benefit of the Lender Group and the Bank Product Providers, the full and
prompt payment and performance of (a) the Obligations and the other covenants,
agreements and liabilities of the Borrowers under the Loan Agreement and the
other Loan Documents and (b) all of the

<PAGE>

obligations of each Guarantor and the other Guarantors (as defined in the Loan
Agreement) to Agent under (i) this Guaranty, (ii) that certain Guarantee as of
even date herewith, given by U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada) Ltee
and U-Haul Inspections, Ltd. to Agent, and (iii) all other Loan Documents and
any extensions, renewals or amendments to any of the foregoing, however created,
acquired, arising or evidenced, whether arising during or after the initial or
any renewal term of the Loan Agreement or after the commencement of any
Insolvency Proceeding (including, without limitation, those applicable to
Guarantors located in a foreign jurisdiction) with respect to any Borrower
(including, without limitation, the payment of interest and other amounts which
would accrue and become due but for the commencement of such Insolvency
Proceeding, and whether or not such claim is allowed in such Insolvency
Proceeding), whether direct or indirect, absolute or contingent, now or
hereafter existing, joint or several, due or to become due, primary or
secondary, liquidated or unliquidated, secured or unsecured, and however
acquired by Agent or any other member of the Lender Group, including, without
limitation, any interest on any of the foregoing, plus reasonable attorneys'
fees and expenses if the obligations represented by this Guaranty are collected
by law, through an attorney-at-law, or under advice therefrom (all of the
foregoing now existing or hereafter arising obligations being referred to,
collectively, as the "Guaranteed Obligations").

                  2.       Joint and Several Liability. Regardless of whether
any proposed guarantor, surety or any other Person or Persons is or are or shall
become in any other way responsible to the Lender Group, the Bank Product
Providers, or any of them, for or in respect of the Guaranteed Obligations or
any part thereof, and regardless of whether or not any Person now or hereafter
responsible to the Lender Group, the Bank Product Providers, or any of them, for
the Guaranteed Obligations or any part thereof, whether under this Guaranty or
otherwise, shall cease to be so liable, each Guarantor hereby declares and
agrees that this Guaranty shall be a joint and several obligation, shall be a
continuing guaranty and shall be operative and binding until the later of such
time as indefeasible payment in full in cash of the Guaranteed Obligations
(including (i) either (A) providing cash collateral to be held by Agent in an
amount equal to 105% of the then extant Letter of Credit Usage, or (B) causing
the original Letters of Credit to be returned to Issuing Lender, and (ii)
providing cash collateral (in an amount determined by the applicable Bank
Product Provider as sufficient to satisfy the reasonably estimated credit
exposure) to be held by Agent for the benefit of the Bank Product Providers with
respect to the then extant Bank Products Obligations), termination of the Loan
Agreement and termination of the Commitments, in each case to the reasonable
satisfaction of the Lender Group.

                  3.       Merger. Upon execution of this Guaranty and delivery
thereof to Agent, this Guaranty shall be deemed to be finally executed and
delivered by the Guarantors and shall not be subject to or affected by any
promise or condition affecting or limiting any Guarantor's liability, and no
statement, representation, agreement or promise on the part of the Lender Group,
the Borrowers and the Guarantors, or any of them, or any officer, employee or
agent thereof, unless contained herein, forms any part of this Guaranty or has
induced the making thereof or shall be deemed in any way to affect any
Guarantor's liability hereunder. Each of the Guarantors absolutely,
unconditionally and irrevocably waives any and all right to assert any defense,
set-off, counterclaim or cross-claim of any nature whatsoever with respect to
this Guaranty or the obligations of such Guarantor under this Guaranty or the
obligations of any other Person or party (including, without limitation, the
Borrowers) relating to this Guaranty or the obligations of any of the Guarantors
under this Guaranty or otherwise with respect to the Guaranteed Obligations in

                                     - 2 -
<PAGE>

any action or proceeding brought by Agent hereof to collect the Guaranteed
Obligations or any portion thereof or to enforce the obligations of any of the
Guarantors under this Guaranty.

                  4.       Rights of the Lender Group. Agent may from time to
time, without exonerating or releasing any Guarantor in any way under this
Guaranty, (i) take such further or other security or collateral for the
Guaranteed Obligations or any part thereof as it may deem proper, (ii) release,
discharge, abandon or otherwise deal with or fail to deal with any other
Guarantor or other guarantor of the Guaranteed Obligations or any collateral,
security or securities therefor or any part thereof now or hereafter held by
Agent or any other member of the Lender Group, (iii) amend, increase the amount
owing under, modify, extend, accelerate or waive in any manner any of the
provisions, terms, or conditions of the Loan Documents, pursuant to the
provisions of such Loan Documents, or (iv) act or fail to act in any manner
referred to in this Guaranty without regard to whether such action or inaction
may deprive a Guarantor of its right to subrogation against the Borrowers to
recover full indemnity for any payments made pursuant to this Guaranty. Without
limiting the generality of the foregoing, or of Section 5 hereof, it is
understood that Agent may, without exonerating or releasing any Guarantor, give
up, or modify or abstain from perfecting or taking advantage of any security or
Collateral in respect of the Guaranteed Obligations and accept or make any
compositions or arrangements, and realize upon any security for the Guaranteed
Obligations when, and in such manner, and with or without notice, all as such
Person or Persons may deem expedient.

                  5.       Guaranteed Obligations of Each Guarantor Absolute.
Each Guarantor acknowledges and agrees that no change in the nature or terms of
the Guaranteed Obligations or any of the Loan Documents or other agreements,
instruments or contracts evidencing, related to or attendant upon the Guaranteed
Obligations (including any novation) shall discharge all or any part of the
liabilities and obligations of such Guarantor pursuant to this Guaranty, it
being the purpose and intent of each Guarantor and Agent that the covenants,
agreements and all liabilities and obligations of such Guarantor hereunder are
absolute, unconditional and irrevocable under any and all circumstances. Without
limiting the generality of the foregoing, each Guarantor agrees that until all
of the covenants and agreements of this Guaranty are fully performed, and
without possibility of recourse, whether by operation of law or otherwise, such
Guarantor's undertakings hereunder shall not be released, in whole or in part,
by any action or thing that might, but for this paragraph of this Guaranty, be
deemed a legal or equitable discharge of a surety or guarantor, or by reason of
any waiver, omission of Agent or any other member of the Lender Group, or its or
their failure to proceed promptly or otherwise, or by reason of any action taken
or omitted by Agent or any other member of the Lender Group, whether or not such
action or failure to act varies or increases the risk of, or affects the rights
or remedies of, such Guarantor or by reason of any further dealings between the
Borrowers, on the one hand, and Agent or the Lender Group or any member thereof,
on the other hand, or any other guarantor or surety, and such Guarantor hereby
expressly waives and surrenders any defense to its liability hereunder, or any
right of counterclaim or offset of any nature or description that it may have or
may exist based upon, and shall be deemed to have consented to, any of the
foregoing acts, omissions, things, agreements or waivers.

                  6.       Setoff. Subject to Section 16.13 of the Loan
Agreement, the Lender Group or any of them may, without demand or notice of any
kind upon or to any Guarantor, at any time or from time to time when any amount
shall be due and payable hereunder by any

                                     - 3 -
<PAGE>

Guarantor, upon the occurrence and during the continuation of an Event of
Default, setoff, appropriate and apply to any portion of the Guaranteed
Obligations hereby guaranteed, and in such order of application as set forth in
the Loan Agreement, any deposits, property, balances, credit accounts or moneys
of any Guarantor in the possession of Agent or any other member of the Lender
Group under their respective control for any purpose. If and to the extent that
any Guarantor makes any payment to Agent or any other Person pursuant to or in
respect of this Guaranty, any claim that such Guarantor may have against any
Borrower by reason thereof shall be subject and subordinate to the prior payment
in full in cash of the Guaranteed Obligations to the reasonable satisfaction of
the Lender Group.

                  7.       Maximum Guaranteed Amount. The creation or existence
from time to time of Guaranteed Obligations in excess of the amount committed to
or outstanding on the date of this Guaranty is hereby authorized, without notice
to any Guarantor, and shall in no way impair or affect this Guaranty or the
rights of Agent or any other member of the Lender Group herein. It is the
intention of each Guarantor and Agent that each Guarantor's obligations
hereunder shall be, but not in excess of, the Maximum Guaranteed Amount (as
herein defined). The "Maximum Guaranteed Amount", with respect to any Guarantor,
shall mean the maximum amount that could be paid out by such Guarantor without
rendering this Guaranty void or voidable as would otherwise be held or
determined by a court of competent jurisdiction in any Insolvency Proceeding
involving any state or any federal bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to the
insolvency of debtors.

                  8.       Insolvency. Upon the bankruptcy or winding up or
other distribution of assets of any Borrower or any Subsidiary of a Borrower or
of any surety or guarantor (other than a Guarantor) for any Obligations of the
Borrowers to the Lender Group, the rights of any member of the Lender Group
against any Guarantor shall not be affected or impaired by the omission of any
member of the Lender Group to prove its claim, or to prove the full claim, as
appropriate, and Agent may prove such claims as it sees fit and may refrain from
proving any claim and in its discretion may value as it sees fit or refrain from
valuing any security held by it without in any way releasing, reducing or
otherwise affecting the liability to any member of the Lender Group of each of
the Guarantors.

                  9.       Application of Payments. Any amount received by Agent
from whatsoever source and applied toward the payment of the Guaranteed
Obligations shall be applied in such order of application as set forth in the
Loan Agreement.

                  10.      Waiver of Presentment and Demand.

                  (a)      To the extent permitted by applicable law, each
Guarantor hereby absolutely, unconditionally and irrevocably expressly waives
the following: (i) notice of acceptance of this Guaranty; (ii) notice of the
existence or creation of all or any of the Guaranteed Obligations; (iii) notice
of the amount of the Guaranteed Obligations, subject, however, to such
Guarantor's right to make inquiry of Agent to ascertain the amount of the
Guaranteed Obligations at any reasonable time; (iv) notice of any Event of
Default under the Loan Agreement or the other Loan Documents; (v) presentment,
demand, notice of dishonor, protest, and all other notices whatsoever; (vi) all
diligence in collection or protection of or realization upon the Guaranteed
Obligations or any part thereof, any obligation hereunder, or any

                                     - 4 -
<PAGE>

security for any of the foregoing; (vii) until indefeasible payment in full in
cash of the Guaranteed Obligations (including (A) either (1) providing cash
collateral to be held by Agent in an amount equal to 105% of the then extant
Letter of Credit Usage, or (2) causing the original Letters of Credit to be
returned to Issuing Lender, and (B) providing cash collateral (in an amount
determined by the applicable Bank Product Provider as sufficient to satisfy the
reasonably estimated credit exposure) to be held by Agent for the benefit of the
Bank Product Providers with respect to the then extant Bank Products
Obligations), termination of the Loan Agreement and termination of the
Commitments, in each case to the reasonable satisfaction of the Lender Group,
and termination of this Guaranty, all rights to enforce any remedy that Agent or
any other member of the Lender Group may have against the Borrowers; and (viii)
any benefit of, or right to participate in, any collateral or security now or
hereinafter held by Agent or any other member of the Lender Group in respect of
the Guaranteed Obligations. If a claim is ever made upon Agent or any other
member of the Lender Group for the repayment or recovery of any amount or
amounts received by such Person in payment of any of the Guaranteed Obligations
and such Person repays all or part of such amount by reason of (i) any judgment,
decree or order of any court or administrative body having jurisdiction over
such Person or any of its property, or (ii) any settlement or compromise of any
such claim effected by such Person with any such claimant, including any
Borrower, then in such event each Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon such Guarantor,
notwithstanding any revocation hereof or the cancellation of any promissory note
or other instrument evidencing any of the Guaranteed Obligations, and such
Guarantor shall be and remain obligated to such Person hereunder for the amount
so repaid or recovered to the same extent as if such amount had never originally
been received by such Person.

                  (b)      To the fullest extent permitted by applicable law,
each Guarantor hereby waives (i) the right by statute or otherwise to require
Agent or any other member of the Lender Group to institute suit against any
Borrower or any other Person or to exhaust any rights and remedies that Agent or
any other member of the Lender Group has or may have against any Borrower or any
other Person and (ii) any defense arising by reason of any disability or other
defense (other than the defense that the Guaranteed Obligations shall have been
indefeasibly paid in full in cash and the Commitments have been terminated) of
any Borrower or any other Person or by reason of the cessation from any cause
(other than that the Guaranteed Obligations shall have been indefeasibly paid in
full in cash and the Commitments have been terminated) whatsoever of the
liability of any Borrower or any other Person in respect thereof.

                  (c)      No Guarantor shall be released or discharged, either
in whole or in part, by Agent's or any other member of the Lender Group's
failure or delay to (i) perfect or continue the perfection of any lien or
security interest in any collateral that secures the Guaranteed Obligations or
any other obligations of the Borrowers, any Guarantor or any other Person, or
(ii) protect the property covered by such lien or security interest.

                  (d)      To the fullest extent permitted by applicable law,
each Guarantor hereby waives: (i) any rights to assert against Agent or any
other member of the Lender Group any defense (legal or equitable), set-off,
counterclaim, or claim that such Guarantor may now or at any time hereafter have
against any Borrower or any other Person liable to Agent and any other member of
the Lender Group on account of or with respect to the Guaranteed Obligations
(other than the defense that the Guaranteed Obligations shall have been
indefeasibly paid in full in cash

                                     - 5 -
<PAGE>

and the Commitments have been terminated); (ii) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future sufficiency, validity, or enforceability of the
Guaranteed Obligations (other than the defense that the Guaranteed Obligations
shall have been indefeasibly paid in full in cash and the Commitments have been
terminated); (iii) any defense arising by reason of any claim or defense based
upon an election of remedies by Agent or any other member of the Lender Group;
and (iv) the benefit of any statute of limitations affecting such Guarantor's
liability hereunder or the enforcement thereof.

                  (e)      To the fullest extent permitted by applicable law,
each Guarantor hereby waives, until indefeasible payment in full in cash of the
Guaranteed Obligations (including (i) either (A) providing cash collateral to be
held by Agent in an amount equal to 105% of the then extant Letter of Credit
Usage, or (B) causing the original Letters of Credit to be returned to Issuing
Lender, and (ii) providing cash collateral (in an amount determined by the
applicable Bank Product Provider as sufficient to satisfy the reasonably
estimated credit exposure) to be held by Agent for the benefit of the Bank
Product Providers with respect to the then extant Bank Products Obligations),
termination of the Loan Agreement and termination of the Commitments, in each
case to the reasonable satisfaction of the Lender Group, and termination of this
Guaranty, any right of subrogation such Guarantor has or may have as against any
Borrower or any other Person with respect to the Guaranteed Obligations. In
addition, each Guarantor hereby subordinates and postpones, until indefeasible
payment in full in cash of the Guaranteed Obligations (including (i) either (A)
providing cash collateral to be held by Agent in an amount equal to 105% of the
then extant Letter of Credit Usage, or (B) causing the original Letters of
Credit to be returned to Issuing Lender, and (ii) providing cash collateral (in
an amount determined by the applicable Bank Product Provider as sufficient to
satisfy the reasonably estimated credit exposure) to be held by Agent for the
benefit of the Bank Product Providers with respect to the then extant Bank
Products Obligations), termination of the Loan Agreement and termination of the
Commitments, in each case to the reasonable satisfaction of the Lender Group,
and termination of this Guaranty, any right to proceed against any Borrower or
any other Person, now or hereafter arising, for contribution, indemnity,
reimbursement, or any other suretyship rights and claims (irrespective of
whether direct or indirect, liquidated or contingent) with respect to the
Guaranteed Obligations. Each Guarantor also hereby waives any right to proceed
or to seek recourse against or with respect to any property or asset of any
Borrower or any other Person. Each Guarantor hereby agrees that, in light of the
waivers contained in this Section 10, such Guarantor shall not be deemed to be a
"creditor" (as that term is defined in Title 11 of the United States Code, as in
effect from time to time (the "Bankruptcy Code") or otherwise) of any Borrower
or any other Person, whether for purposes of the application of Sections 547 or
550 of the Bankruptcy Code or otherwise.

                  (f)      Each Guarantor hereby waives any rights and defenses
such Guarantor may have if all or part of the Guaranteed Obligations are secured
by real property. These rights and defenses are based upon Section 580a, 580b,
580d, or 726 of the California Code of Civil Procedure, the Nevada one action
rule NRS 40.430 or any similar laws of New York or any other jurisdiction.

                  (g)      WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR OTHER PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO
THE MAXIMUM EXTENT SUCH WAIVER IS

                                     - 6 -
<PAGE>

PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR
INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 THROUGH
AND INCLUDING SECTION 2855, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580c, 580d, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL
CODE OR ANY SIMILAR LAWS OF NEW YORK OR ANY OTHER JURISDICTION.

                  (h)      WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR OTHER PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR WAIVES ALL RIGHTS
AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT, EVEN THOUGH THAT
ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY
FOR A GUARANTEED OBLIGATION, HAS DESTROYED SUCH GUARANTOR'S RIGHTS OF
SUBROGATION AND REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF SECTION
580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF NEW YORK
OR ANY OTHER JURISDICTION OR OTHERWISE.

                  (i)      Without affecting the generality of this Section,
each Guarantor hereby also agrees to the following waivers:

                           (i)      such Guarantor agrees that Agent's right to
enforce this Guaranty is absolute and is not contingent upon the genuineness,
validity or enforceability of any of the Loan Documents. Such Guarantor waives
all benefits and defenses it may have under California Civil Code Section 2810
or any similar laws of New York or any other jurisdiction and agrees that
Agent's rights under this Guaranty shall be enforceable even if no Borrower had
any liability at the time of execution of the Loan Documents or later ceases to
be liable;

                           (ii)     such Guarantor waives all benefits and
defenses it may have under California Civil Code Section 2809 or any similar
laws of New York or any other jurisdiction with respect to its obligations under
this Guaranty and agrees that Agent's rights under the Loan Documents will
remain enforceable even if the amount secured by the Loan Documents is larger in
amount and more burdensome than that for which Borrowers are responsible. The
enforceability of this Guaranty against such Guarantor shall continue until all
sums due under the Loan Documents have been paid in full and shall not be
limited or affected in any way by any impairment or any diminution or loss of
value of any security or collateral for any Borrower's obligations under the
Loan Documents, from whatever cause, the failure of any security interest in any
such security or collateral or any disability or other defense of any Borrower,
any other guarantor of any Borrower's obligations under the Loan Documents, any
pledgor of collateral for any Person's obligations to Lender or any other Person
in connection with the Loan Documents; and

                           (iii)    such Guarantor waives all benefits and
defenses it may have under California Civil Code Sections 2845, 2849 and 2850 or
any similar laws of New York or any other jurisdiction with respect to its
obligations under this Guaranty, including the right to require Agent to (A)
proceed against any Borrower, any guarantor of any Borrower's obligations under
the Loan Documents, any other pledgor of collateral for any Person's obligations
to any

                                     - 7 -
<PAGE>

member of the Lender Group or any other Person in connection with the Guaranteed
Obligations, (B) proceed against or exhaust any other security or collateral
Agent or any other member of the Lender Group may hold, or (C) pursue any other
right or remedy for such Guarantor's benefit, and agrees that Agent may exercise
its rights under this Guaranty without taking any action against any Borrower,
any other guarantor of any Borrower's obligations under the Loan Documents, any
pledgor of collateral for any Person's obligations to any member of the Lender
Group or any other Person in connection with the Guaranteed Obligations, and
without proceeding against or exhausting any security or collateral Lender
holds.

                  (j)      The paragraphs in this Section 10 which refer to
certain sections of the California Civil Code are included in this Guaranty
solely out of an abundance of caution and shall not be construed to mean that
any of the above-referenced provisions of California law are in any way
applicable to this Guaranty.

                  11.      Continuing Guaranty. This Guaranty is a continuing
guaranty of the Guaranteed Obligations and all liabilities to which it applies
or may apply under the terms hereof and shall be conclusively presumed to have
been created in reliance hereon. No failure or delay by Agent or any other
member of the Lender Group in the exercise of any right, power, privilege or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Agent or any other member of the Lender Group of any right or remedy shall
preclude other or further exercise thereof or the exercise of any other right or
remedy and no course of dealing between any Guarantor, Agent or any other member
of the Lender Group shall operate as a waiver thereof. The obligations of each
Guarantor hereunder shall remain in full force and effect without regard to, and
shall not be affected or impaired by the following, any of which may be taken
without the consent of, or notice to, such Guarantor, nor shall any of the
following give such Guarantor any recourse or right of action against Agent or
any other member of the Lender Group:

                  (a)      Any Insolvency Proceeding relating to such Guarantor
or any Borrower, any Affiliate of any Borrower or any other Person, or any
action taken with respect to this Guaranty by any trustee or receiver, or by any
court, in any such proceeding, regardless of whether such Guarantor shall have
had notice or knowledge of any of the foregoing;

                  (b)      Any release or discharge of any Borrower from its
liability under any of the Loan Documents or any release or discharge of any
endorser or guarantor or of any other Person at any time directly or
contingently liable for the Guaranteed Obligations;

                  (c)      Any subordination, compromise, release (by operation
of law or otherwise), discharge, compound, collection or liquidation of any or
all of the Collateral or other property described in any of the Loan Documents
or otherwise in any manner, or any substitution with respect thereto; and

                  (d)      Any acceptance of partial performance of the
Guaranteed Obligations.

         No action by Agent or any other member of the Lender Group permitted
hereunder shall in any way impair or affect this Guaranty. For the purpose of
this Guaranty, the Guaranteed Obligations shall include, without limitation, all
Obligations of the Borrowers to Agent and the other members of the Lender Group
and the Bank Product Providers, notwithstanding any right

                                     - 8 -
<PAGE>

or power of any third party, individually or in the name of the Borrowers, the
Lender Group and the Bank Product Providers, or any of them, to assert any claim
or defense as to the invalidity or unenforceability of any such Obligation, and
no such claim or defense shall impair or affect the obligations of any Guarantor
hereunder.

                  12.      Successors and Assigns.

                  (a)      This Guaranty shall bind and inure to the benefit of
the respective successors and assigns of each of the parties hereto, including,
without limitation, any receiver or trustee of a Guarantor; provided, however,
that no Guarantor may assign this Guaranty or any rights or duties hereunder
without Agent's prior written consent, except as otherwise permitted by Section
7.3 of the Loan Agreement, and any prohibited assignment shall be absolutely
void ab initio. No consent to assignment by Agent shall release any Guarantor
from its obligations to the Lender Group and the Bank Product Providers.

                  (b)      Agent and the other members of the Lender Group may,
to the extent permitted under the Loan Agreement or any other Loan Documents,
and pursuant to the notice provisions thereunder, sell, assign or transfer all
or any part of the Guaranteed Obligations, and in such event each and every
permitted assignee, transferee, or holder of all or any of the Guaranteed
Obligations shall have the right to enforce this Guaranty, by suit or otherwise,
for the benefit of such permitted assignee, transferee or holder as fully as if
such assignee, transferee or holder were herein by name specifically given such
rights, powers and benefits. In the event this Guaranty or the rights hereunder
are so assigned by Agent, the term "Agent", wherever used herein, shall be
deemed to refer to and include any such assignee.

                  13.      Collection Costs and Fees; Notices. This is a
guaranty of payment and not of collection. In the event Agent makes a demand
upon any Guarantor in accordance with the terms of this Guaranty, such Guarantor
shall be held and bound to Agent directly as debtor in respect of the payment of
the amounts hereby guaranteed. The Guarantors shall be jointly and severally
liable for the payment and performance of their obligations hereunder. All costs
and expenses, including, without limitation, reasonable attorneys' fees and
expenses, incurred by Agent in obtaining performance of or collecting payments
due under this Guaranty shall be deemed part of the Guaranteed Obligations
guaranteed hereby. Any notice, demand or other communication that Agent may wish
to give shall be served upon any Guarantor in the fashion prescribed for notices
in the Loan Agreement at the address for such Guarantor given on Exhibit A
attached hereto and the notice so sent shall be deemed to be served as set forth
in the Loan Agreement. All notices or other communication to Agent shall be
served upon Agent at its address set forth in Section 12 of the Loan Agreement
and in the fashion prescribed thereunder.

                  14.      Direct Benefit to Guarantors. Each Guarantor
expressly represents and acknowledges that the loans and any other financial
accommodations by the Lender Group to the Borrowers are and will be of direct
interest, benefit and advantage to such Guarantor.

                  15.      Agent's Right to Inspect. Each Guarantor covenants
and agrees that such Guarantor shall permit, as provided and in the manner
described in the Loan Agreement with respect to Borrowers, representatives of
Agent to visit and inspect properties of such Guarantor, inspect such
Guarantor's books and records and discuss with the principal officers of such

                                     - 9 -
<PAGE>

Guarantor its businesses, assets, liabilities, financial position, results of
operations and business prospects.

                  16.      Representations and Warranties; Covenants.

                  (a)      Each Guarantor hereby represents and warrants to
Agent and the other members of the Lender Group that this Guaranty has been duly
executed and delivered by such Guarantor and constitutes its legal, valid and
binding obligation.

                  (b)      Each Guarantor hereby represents and warrants that
(a) such Guarantor and each Subsidiary of such Guarantor is Solvent and (b) no
transfer of property is being made by such Guarantor or any Subsidiary of such
Guarantor and no obligation is being incurred by such Guarantor or any
Subsidiary of such Guarantor in connection with the transactions contemplated by
this Guaranty or the other Loan Documents with the intent to hinder, delay or
defraud either present or future creditors of such Guarantor or the Subsidiaries
of such Guarantor.

                  (c)      Each Guarantor hereby represents and warrants that
the Reservation Management System is owned by A&M Associates, Inc., a Nevada
corporation, free and clear of liens and encumbrances.

                  (d)      Each Guarantor agrees that, for purposes of this
Guaranty, all of the representations, warranties and covenants made by Borrowers
on behalf of or relating to each "Subsidiary" or any "Guarantor" in the Loan
Agreement shall be deemed incorporated by reference into and made an express
part of this Guaranty, as fully and completely as if set forth expressly herein,
and such Guarantor shall comply herewith and be bound thereby. Each Guarantor
ratifies and affirms each representation and warranty made with respect to it or
on its behalf by any Borrower in the Loan Agreement.

                  17.      CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

                  (a)      THE VALIDITY OF THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS TO WHICH EACH GUARANTOR IS A PARTY, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO AND THE BENEFICIARIES HEREOF AND THEREOF WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

                  (b)      EACH GUARANTOR AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS GUARANTY AND THE OTHER LOAN DOCUMENTS TO WHICH
SUCH GUARANTOR IS A PARTY SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, EXCEPT TO
THE EXTENT THE BANKRUPTCY COURT RETAINS JURISDICTION WITH RESPECT TO THE
REORGANIZATION PLAN; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER

                                     - 10 -
<PAGE>

PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH GUARANTOR WAIVES, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 17.

                  (c)      EACH GUARANTOR HEREBY WAIVES ITS RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF
THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH GUARANTOR REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

                  18.      Modification. Neither this Guaranty nor any of its
terms, provisions or conditions may be altered, amended or modified in any way,
except as specifically provided in a written instrument signed by an authorized
officer of Agent and the Guarantors.

                  19.      Cumulative Remedies. Agent's and each other member of
the Lender Group's rights under this Guaranty and the other Loan Documents will
be cumulative and not exclusive of any other right or remedy that Agent or any
other member of the Lender Group may have.

                  20.      Agent. Each reference herein to any right granted to,
benefit conferred upon or power exercisable by the "Agent" shall be a reference
to Agent for itself and for the other members of the Lender Group, and each
action taken or right exercised hereunder shall be deemed to have been so taken
or exercised by Agent for the benefit of and on behalf of the Lender Group.

                  21.      New Subsidiaries. Any new Subsidiary (whether by
acquisition or creation) of a Borrower is required to enter into this Guaranty
by executing and delivering to Agent an instrument in the form of Annex 1
attached hereto. Upon the execution and delivery of Annex 1 by such new
Subsidiary, such Subsidiary shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor herein. The execution and
delivery of any instrument adding an additional Guarantor as a party to this
Guaranty shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor hereunder.

                  22.      Term. Upon indefeasible payment in full in cash of
the Guaranteed Obligations (including (a) either (i) providing cash collateral
to be held by Agent in an amount equal to 105% of the then extant Letter of
Credit Usage, or (ii) causing the original Letters of

                                     - 11 -
<PAGE>

Credit to be returned to Issuing Lender, and (b) providing cash collateral (in
an amount determined by the applicable Bank Product Provider as sufficient to
satisfy the reasonably estimated credit exposure) to be held by Agent for the
benefit of the Bank Product Providers with respect to the then extant Bank
Products Obligations), termination of the Loan Agreement and termination of the
Commitments, in each case to the satisfaction of the Lender Group, this Guaranty
shall terminate and Agent shall take all action reasonably requested by any
Guarantor (at the expense of the Borrowers or such Guarantor) to evidence the
termination of this Guaranty.

                  23.      Severability of Provisions. Each provision of this
Guaranty shall be severable from every other provision of this Guaranty for the
purpose of determining the legal enforceability of any specific provision.

                  24.      Counterparts; Telefacsimile Execution. This Guaranty
may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart
of this Guaranty by telefacsimile shall be equally as effective as delivery of
an original executed counterpart of this Guaranty.

                  25.      Survival of Provisions. All representations,
warranties and covenants of each Guarantor contained herein shall survive the
execution and delivery of this Guaranty.

                  26.      Integration. This Guaranty, together with the other
Loan Documents, reflects the entire understanding of the parties with respect to
the transactions contemplated hereby and shall not be contradicted or qualified
by any other agreement, oral or written, before the date hereof.

                  27.      Section Headings. Headings and numbers have been set
forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this entire
Guaranty.

                  28.      Voided Payments. Notwithstanding anything herein to
the contrary, to the extent that any Guarantor or any other party makes any
payment on the Guaranteed Obligations that is subsequently invalidated, declared
to be fraudulent, avoidable or preferential, set aside or is required to be
repaid to a trustee, receiver, the estate of such Guarantor or any other party
under any bankruptcy act, state or Federal law, common law or equitable cause
(such payment being hereinafter referred to as a "Voided Payment"), then to the
extent of such Voided Payment that portion of the Guaranteed Obligations that
had been previously satisfied by such Voided Payment shall be revived and
continue in full force and effect as if such Voided Payment had never been made.
In the event that a Voided Payment is sought to be recovered from Agent or any
other member of the Lender Group, an "Event of Default" under the Loan Agreement
shall be deemed to have occurred and to be continuing from the date of such
recovery from Agent or such other member of the Lender Group of such Voided
Payment until the full amount of such Voided Payment is fully and finally
restored to Agent or such other member of the Lender Group and until such time
the provisions of this Guaranty, and the guaranty provided herein, shall be in
full force and effect.

                                     - 12 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Guaranty as
of the date first above written.

                                    GUARANTORS:

                                    AMERCO REAL ESTATE SERVICES,
                                    INC., a Nevada corporation

                                    TWO PAC COMPANY, a Nevada  corporation

                                    THREE PAC COMPANY, a Nevada
                                    corporation

                                    FOUR PAC COMPANY, a Nevada
                                    corporation

                                    SIX PAC COMPANY, a Nevada
                                    corporation

                                    EIGHT PAC COMPANY, a Nevada
                                    corporation

                                    NINE PAC COMPANY, a Nevada
                                    corporation

                                    ELEVEN PAC COMPANY, a Nevada
                                    corporation

                                    TWELVE PAC COMPANY, a Nevada
                                    corporation

                                    FIFTEEN PAC COMPANY, a Nevada
                                    corporation

                                    SEVENTEEN PAC COMPANY, a Nevada
                                    corporation

                                    NATIONWIDE COMMERCIAL CO., an
                                    Arizona corporation

                                    PF&F HOLDINGS CORPORATION, a
                                    Delaware corporation

                                    By: /s/ Carlos Vizcarra
                                        ___________________________
                                        Carlos Vizcarra, President

                                 SIGNATURE PAGE
                                    GUARANTY

<PAGE>

                                    EMOVE, INC., a Nevada corporation

                                    WEB TEAM ASSOCIATES, INC., a
                                    Nevada corporation

                                    By: /s/ Thomas Tollison
                                        ___________________________
                                        Thomas Tollison, Secretary

                                 SIGNATURE PAGE
                                    GUARANTY

<PAGE>

                                    A & M ASSOCIATES, INC., an Arizona
                                    corporation

                                    U-HAUL SELF-STORAGE
                                    CORPORATION, a Nevada corporation

                                    U-HAUL SELF-STORAGE MANAGEMENT (WPC),
                                    INC., a Nevada corporation

                                    U-HAUL BUSINESS CONSULTANTS,
                                    INC., an Arizona corporation

                                    U-HAUL LEASING & SALES CO., a
                                    Nevada corporation

                                    U-HAUL CO. OF ALABAMA, INC., an
                                    Alabama corporation

                                    U-HAUL CO. OF ARKANSAS, a  Arkansas
                                    corporation

                                    U-HAUL CO. OF CALIFORNIA, a
                                    California corporation

                                    U-HAUL CO. OF COLORADO, a
                                    Colorado corporation

                                    U-HAUL CO. OF CONNECTICUT, a
                                    Connecticut corporation

                                    U-HAUL CO. OF DISTRICT OF  COLUMBIA,
                                    INC., a District of Columbia
                                    corporation

                                    U-HAUL CO. OF GEORGIA, a Georgia
                                    corporation

                                    U-HAUL CO. OF IDAHO, INC., an
                                    Idaho corporation

                                    U-HAUL CO. OF IOWA, INC., an Iowa
                                    corporation

                                    U-HAUL CO. OF ILLINOIS, INC., an
                                    Illinois corporation

                                    U-HAUL CO. OF INDIANA, INC., an
                                    Indiana corporation

                                    U-HAUL CO. OF KANSAS, INC., a
                                    Kansas corporation

                                    U-HAUL CO. OF KENTUCKY, a  Kentucky
                                    corporation

                                 SIGNATURE PAGE
                                    GUARANTY

<PAGE>

                                    U-HAUL CO. OF LOUISIANA, a
                                    Louisiana corporation

                                    U-HAUL CO. OF MASSACHUSETTS
                                    AND OHIO, INC., a Massachusetts
                                    corporation

                                    U-HAUL CO. OF MARYLAND, INC., a
                                    Maryland corporation

                                    U-HAUL CO. OF MAINE, INC., a Maine
                                    corporation

                                    U-HAUL CO. OF MICHIGAN, a  Michigan
                                    corporation

                                    U-HAUL CO. OF MINNESOTA, a
                                    Minnesota corporation

                                    U-HAUL COMPANY OF MISSOURI, a
                                    Missouri corporation

                                    U-HAUL CO. OF MISSISSIPPI, a
                                    Mississippi Corporation

                                    U-HAUL CO. OF MONTANA, INC., a
                                    Montana corporation

                                    U-HAUL CO. OF NORTH CAROLINA,
                                    a North Carolina corporation

                                    U-HAUL CO. OF NORTH DAKOTA, a
                                    North Dakota corporation

                                    U-HAUL CO. OF NEBRASKA, a  Nebraska
                                    corporation

                                    U-HAUL CO. OF NEVADA, INC., a
                                    Nevada corporation

                                    U-HAUL CO. OF NEW HAMPSHIRE,
                                    INC., a New Hampshire corporation

                                    U-HAUL CO. OF NEW JERSEY, INC.,
                                    a New Jersey corporation

                                    U-HAUL CO. OF NEW MEXICO, INC.,
                                    a New Mexico corporation

                                    U-HAUL CO. OF NEW YORK, INC., a
                                    New York corporation

                                    U-HAUL CO. OF OKLAHOMA, INC.,
                                    an Oklahoma corporation

                                 SIGNATURE PAGE
                                    GUARANTY

<PAGE>

                                    U-HAUL CO. OF OREGON, an Oregon
                                    corporation

                                    U-HAUL CO. OF PENNSYLVANIA, a
                                    Pennsylvania corporation

                                    U-HAUL CO. OF RHODE ISLAND, a
                                    Rhode Island corporation

                                    U-HAUL CO. OF SOUTH CAROLINA,
                                    INC., a South Carolina
                                    corporation

                                    U-HAUL CO. OF SOUTH DAKOTA,
                                    INC.,    a South Dakota
                                     corporation

                                    U-HAUL CO. OF TENNESSEE, a
                                    Tennessee corporation

                                    U-HAUL CO. OF TEXAS, a Texas
                                    corporation

                                    U-HAUL CO. OF UTAH, INC., a Utah
                                    corporation

                                    U-HAUL CO. OF VIRGINIA, a Virginia
                                    corporation

                                    U-HAUL CO. OF WASHINGTON, a
                                    Washington corporation

                                    U-HAUL CO. OF WISCONSIN, INC., a
                                    Wisconsin corporation

                                    U-HAUL CO. OF WEST VIRGINIA, a
                                    West Virginia corporation

                                    U-HAUL CO. OF WYOMING, INC., a
                                    Wyoming corporation

                                    By: /s/ Gary V. Klinefelter
                                        _____________________________
                                        Gary V. Klinefelter, Secretary

                                 SIGNATURE PAGE
                                    GUARANTY

<PAGE>

Accepted as of the date first above written:

WELLS FARGO FOOTHILL, INC.,
as Agent

By: /s/ Rhonda P. Noell
    ______________________________

Its: Senior Vice President
     _____________________________

                                 SIGNATURE PAGE
                                    GUARANTY
<PAGE>

                   EXHIBIT A - GUARANTOR ADDRESSES FOR NOTICE

[Guarantor]
c/o AMERCO

1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
Attn: Assistant Treasurer
Fax No. 775.688.6338

with copies to:

U-HAUL INTERNATIONAL, INC.
2727 North Central
Phoenix, Arizona  85004
Attn: General Counsel
Fax No. 602.263.6173

and:

SQUIRE, SANDERS & DEMPSEY, L.L.P.
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Attn: Christopher D. Johnson, Esq.
Fax No. 602.253.8129

<PAGE>

                                     ANNEX 1

                                       to

                                    GUARANTY

                               FORM OF SUPPLEMENT

         THIS SUPPLEMENT NO. __ (this "Supplement") dated as of __________ to
the Guaranty dated as of March 1, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the "Guaranty"), by each of the parties
listed on the signature pages thereto and those additional entities that
thereafter become parties thereto (each a "Guarantor" and collectively, the
"Guarantors") and Wells Fargo Foothill, Inc., a California corporation, as Agent
for the Lenders (as defined below) ("Agent").

                                   WITNESSETH:

         WHEREAS, pursuant to that certain Loan and Security Agreement dated as
of March 1, 2004 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement"), among Agent, the
lenders from time to time party thereto (the "Lenders") and AMERCO, a Nevada
corporation, and each of its subsidiaries signatory thereto, as borrowers (each,
a "Borrower" and collectively, the "Borrowers"), the Lenders have agreed to make
Advances (as defined in the Loan Agreement), issue Letters of Credit (as defined
in the Loan Agreement) and make other extensions of credit to the Borrowers from
time to time pursuant to the terms and conditions thereof

         WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Guaranty, and if not
defined therein, in the Loan Agreement; and

         WHEREAS, the Guarantors have entered into the Guaranty in order to
induce the Lenders to make the Loans and other financial accommodations
contained in the Loan Agreement; and

         WHEREAS, pursuant to Section 21 of the Guaranty, each new Subsidiary of
a Borrower or a Guarantor (whether by acquisition or creation) must execute and
deliver the Guaranty, and the execution of the Guaranty by the undersigned new
Guarantor or Guarantors (collectively, the "New Guarantor") may be accomplished
by the execution of this Supplement in favor of Agent; and

         WHEREAS, New Guarantor is a direct or indirect Subsidiary of a Borrower
or a Guarantor, and New Guarantor has determined that it will realize
substantial direct and indirect benefits as a result of the loans and other
financial accommodations extended to the Borrowers pursuant to the Loan
Agreement, and New Guarantor's execution, delivery and performance of this
Guaranty is within New Guarantor's corporate or other purposes;

<PAGE>

         NOW, THEREFORE, for and in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the New Guarantor hereby agrees as follows:

         SECTION 1. In accordance with Section 21 of the Guaranty, the New
Guarantor, by its signature below, becomes a "Guarantor" under the Guaranty with
the same force and effect as if originally named therein as a "Guarantor" and
the New Guarantor hereby (a) agrees to all of the terms and provisions of the
Guaranty applicable to it as a "Guarantor" thereunder and (b) represents and
warrants that the representations and warranties made by it as a "Guarantor"
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Guarantor, as security for the payment and performance in
full in cash of the Guaranteed Obligations, does hereby guarantee, subject to
the limitations set forth in Section 7 of the Guaranty, to Agent, the full and
prompt payment of the Guaranteed Obligations, including, without limitation, any
interest thereon, plus reasonable attorneys' fees and expenses if the Guaranteed
Obligations represented by the Guaranty are collected by law, through an
attorney-at-law, or under advice therefrom. Each reference to a "Guarantor" in
the Guaranty shall be deemed to include the New Guarantor. The Guaranty is
incorporated herein by reference.

         SECTION 2. The New Guarantor represents and warrants to Agent that this
Supplement has been duly executed and delivered by the New Guarantor and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors' rights generally and general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).

         SECTION 3. This Supplement may be executed in multiple counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument. Delivery
of a counterpart hereof via facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.

         SECTION 4. Except as expressly supplemented hereby, the Guaranty shall
remain in full force and effect.

         SECTION 5. This Supplement shall be construed and enforced and the
rights and duties of the parties shall be governed by in all respects in
accordance with the laws and decisions of the State of New York without
reference to the conflicts or choice of law principles thereof.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

         IN WITNESS WHEREOF, the New Guarantor has duly executed this Supplement
to the Guaranty as of the day and year first above written.

NEW GUARANTOR:                          [Name of New Guarantor]

Address: _________________________      By: ______________________________
         _________________________      Name: ____________________________
         _________________________      Title: ___________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>p68953exv4w2.txt
<DESCRIPTION>EX-4.2
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                                     AMERCO
             AND THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                 9.0% SECOND LIEN SENIOR SECURED NOTES DUE 2009

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

                                    INDENTURE

                            Dated as of March 1, 2004

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

                             WELLS FARGO BANK, N.A.,

                                   as Trustee

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                              Indenture
Section                                                             Section
- -------                                                          --------------
<S>                                                              <C>
310(a)(1)...................................................        7.10
   (a)(2)...................................................        7.10
   (a)(3)...................................................        7.12
   (a)(4)...................................................        N.A.
   (a)(5)...................................................        7.10
   (b)......................................................        7.03; 7.10
   (c)......................................................        N.A.
311(a)......................................................        7.11
   (b)......................................................        7.11
   (c)......................................................        N.A.
312(a)......................................................        2.05
   (b)......................................................        13.03
   (c)......................................................        13.03
313(a)......................................................        7.06
   (b)(2)...................................................        7.06; 7.07
   (c)......................................................        7.06; 13.02
   (d)......................................................        7.06
314(a)......................................................        4.03
314(a)(4)...................................................        13.05
   (c)(1)...................................................        13.04
   (c)(2)...................................................        13.04
   (c)(3)...................................................        N.A.
   (e)......................................................        13.05
   (f)......................................................        N.A.
315(a)......................................................        7.01
   (b)......................................................        7.05;13.02
   (c)......................................................        7.01
   (d)......................................................        7.01
   (e)......................................................        6.11
316(a) (last sentence)......................................        2.09
   (a)(1)(A)................................................        6.05
   (a)(1)(B)................................................        6.04
   (a)(2)...................................................        N.A.
   (b)......................................................        6.06; 6.07
   (c)......................................................        2.12
317(a)(1)...................................................        6.08
   (a)(2)...................................................        6.09
   (b)......................................................        2.04
318(a)......................................................        13.01
   (b)......................................................        N.A.
   (c)......................................................        13.01
</TABLE>

N.A means Not Applicable

Note: This Cross-Reference Table is not part of this Agreement.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE..............................       1

    1.01      Definitions................................................................       1

    1.02      Other Definitions..........................................................      30

    1.03      Incorporation by Reference of Trust Indenture Act..........................      31

    1.04      Accounting Terms; GAAP.....................................................      31

    1.05      Code.......................................................................      32

    1.06      Construction...............................................................      32

    1.07      Schedules and Exhibits.....................................................      32

ARTICLE II       THE NOTES...............................................................      32

    2.01      Form and Dating............................................................      32

    2.02      Execution and Authentication...............................................      33

    2.03      Registrar and Paying Agent.................................................      34

    2.04      Paying Agent to Hold Money in Trust........................................      34

    2.05      Holder Lists...............................................................      34

    2.06      Transfer and Exchange......................................................      34

    2.07      Replacement Notes..........................................................      43

    2.08      Outstanding Notes..........................................................      43

    2.09      Treasury Notes.............................................................      43

    2.10      Temporary Notes............................................................      44

    2.11      Cancellation...............................................................      44

    2.12      Defaulted Interest.........................................................      44

    2.13      CUSIP Numbers..............................................................      44

    2.14      Deposit of Moneys..........................................................      45

ARTICLE III      REDEMPTION AND PREPAYMENT...............................................      45

    3.01      Notices to the Trustee.....................................................      45

    3.02      Selection of Notes to Be Redeemed..........................................      45

    3.03      Notice of Redemption.......................................................      46

    3.04      Effect of Notice of Redemption.............................................      46

    3.05      Deposit of Redemption Price................................................      47

    3.06      Notes Redeemed in Part.....................................................      47

    3.07      Optional Redemption........................................................      47
</TABLE>

                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
    3.08      Mandatory Redemption.......................................................      48

ARTICLE IV       AFFIRMATIVE COVENANTS...................................................      48

    4.01      Payment of Notes...........................................................      48

    4.02      Maintenance of Office or Agency............................................      48

    4.03      Accounting System..........................................................      49

    4.04      Financial Statements, Reports, Certificates................................      49

    4.05      Guarantor Reports..........................................................      52

    4.06      Maintenance of Properties..................................................      53

    4.07      Taxes......................................................................      53

    4.08      Insurance..................................................................      53

    4.09      Location of Equipment......................................................      54

    4.10      Compliance with Laws.......................................................      55

    4.11      Leases.....................................................................      55

    4.12      Existence..................................................................      55

    4.13      Environmental..............................................................      55

    4.14      Real Estate................................................................      56

    4.15      Reorganization Plan........................................................      56

    4.16      Vehicles...................................................................      56

    4.17      Cash Management and Asset Preservation Agreements..........................      57

    4.18      Credit Card Agreements.....................................................      58

    4.19      Disclosure Updates.........................................................      58

    4.20      Material Contracts; Affiliate Contracts....................................      58

    4.21      Employee Benefits..........................................................      58

ARTICLE V        NEGATIVE COVENANTS......................................................      59

    5.01      Indebtedness, Etc..........................................................      59

    5.02      Liens......................................................................      61

    5.03      Restrictions on Fundamental Changes........................................      61

    5.04      Disposal of Assets.........................................................      62

    5.05      Change Name................................................................      62

    5.06      Guarantee..................................................................      62
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
    5.07      Nature of Business.........................................................      63

    5.08      Prepayments and Amendments.................................................      63

    5.09      Change of Control..........................................................      64

    5.10      Ownership of Certain Assets................................................      64

    5.11      Distributions..............................................................      64

    5.12      Accounting Methods.........................................................      65

    5.13      Formation of Subsidiaries; Investments.....................................      65

    5.14      Transactions with Affiliates...............................................      66

    5.15      Suspension.................................................................      67

    5.16      Use of Proceeds............................................................      67

    5.17      Change in Location of Chief Executive Office; Equipment with Bailees.......      67

    5.18      Securities Accounts........................................................      67

    5.19      Financial Covenants........................................................      67

    5.20      Employee Benefits..........................................................      69

    5.21      Sales and Leasebacks.......................................................      70

    5.22      Anti-Terrorism Laws........................................................      70

    5.23      Speculative Transactions...................................................      70

    5.24      Amendment to Certain Agreements............................................      70

    5.25      Waiver of Stay, Extension or Usury Laws....................................      71

ARTICLE VI       DEFAULTS AND REMEDIES...................................................      71

    6.01      Events of Default..........................................................      71

    6.02      Acceleration...............................................................      73

    6.03      Other Remedies.............................................................      74

    6.04      Waiver of Past Defaults....................................................      74

    6.05      Control by Majority........................................................      74

    6.06      Limitation on Suits........................................................      75

    6.07      Rights of Holders of Notes to Receive Payment..............................      75

    6.08      Collection Suit by the Trustee.............................................      75

    6.09      The Trustee May File Proofs of Claim.......................................      76

    6.10      Priorities.................................................................      76
</TABLE>

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
    6.11      Undertaking for Costs......................................................      77

    6.12      The Trustee May Enforce Claims Without Possession of Notes.................      77

    6.13      Restoration of Rights and Remedies.........................................      77

    6.14      Rights and Remedies Cumulative.............................................      77

    6.15      Delay or Omission Not Waiver...............................................      78

ARTICLE VII      TRUSTEE.................................................................      78

    7.01      Duties of the Trustee......................................................      78

    7.02      Rights of the Trustee......................................................      79

    7.03      Individual Rights of the Trustee...........................................      81

    7.04      The Trustee's Disclaimer...................................................      81

    7.05      Notice of Defaults.........................................................      81

    7.06      Reports by the Trustee to Holders of the Notes.............................      82

    7.07      Compensation and Indemnity.................................................      82

    7.08      Replacement of the Trustee.................................................      83

    7.09      Successor Trustee by Merger, etc...........................................      85

    7.10      Eligibility; Disqualification..............................................      85

    7.11      Preferential Collection of Claims Against Company..........................      85

    7.12      Additional Co-Collateral Trustees; Separate Collateral Trustees............      85

    7.13      Expenses...................................................................      87

ARTICLE VIII     LEGAL DEFEASANCE AND COVENANT DEFEASANCE................................      88

    8.01      Option to Effect Legal Defeasance or Covenant Defeasance...................      88

    8.02      Legal Defeasance and Discharge.............................................      88

    8.03      Covenant Defeasance........................................................      88

    8.04      Conditions to Legal or Covenant Defeasance.................................      89

    8.05      Deposited Money and U.S. Government Obligations to Be Held in Trust;
              Other Miscellaneous Provisions.............................................      90

    8.06      Repayment to Company.......................................................      91

    8.07      Reinstatement..............................................................      91

ARTICLE IX       AMENDMENT, SUPPLEMENT AND WAIVER........................................      92

    9.01      Without Consent of Holders of Notes........................................      92
</TABLE>

                                      -iv-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
    9.02      With Consent of Holders of Notes...........................................      92

    9.03      Compliance with Trust Indenture Act........................................      94

    9.04      Revocation and Effect of Consents..........................................      94

    9.05      Notation on or Exchange of Notes...........................................      94

    9.06      The Trustee to Sign Amendments, etc........................................      95

    9.07      Effect of Amendment of, Refinancing of or Termination of New Credit
              Agreement..................................................................      95

    9.08      WP Carey Transaction.......................................................      99

ARTICLE X        NOTE GUARANTEES.........................................................      99

    10.01     Guarantee..................................................................      99

    10.02     Limitation on Guarantor Liability..........................................     102

    10.03     Execution and Delivery of Note Guarantee...................................     103

    10.04     Guarantors May Consolidate, etc., on Certain Terms.........................     103

    10.05     Rights under the Note Guarantees...........................................     103

    10.06     Primary Obligations........................................................     104

    10.07     Waiver of Subrogation and Contribution.....................................     104

    10.08     Cumulative Remedies........................................................     104

    10.09     Successors and Assigns.....................................................     105

    10.10     Guarantee by Future Subsidiaries...........................................     105

ARTICLE XI       COLLATERAL..............................................................     105

    11.01     Delivery of Security Documents.............................................     105

    11.02     Recording and Opinions.....................................................     108

    11.03     Possession and Use of Collateral...........................................     108

    11.04     Release and Disposition of Collateral......................................     109

    11.05     Intercreditor Agreement....................................................     112

    11.06     Grant of Security Interest.................................................     112

    11.07     Negotiable Collateral and Chattel Paper....................................     112

    11.08     Collection of Accounts, General Intangibles, and Negotiable Collateral.....     113

    11.09     Delivery of Additional Documentation Required..............................     113

    11.10     Power of Attorney..........................................................     114
</TABLE>

                                      -v-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
    11.11     Control Agreements.........................................................     114

    11.12     Commercial Tort Claims.....................................................     114

    11.13     Grants, Rights and Remedies................................................     115

    11.14     Survival...................................................................     117

    11.15     Authorization of Actions to be Taken by the Trustee Under the Collateral
              Documents..................................................................     118

    11.16     Quebec Security............................................................     118

    11.17     Right to Inspect...........................................................     119

ARTICLE XII      SATISFACTION AND DISCHARGE..............................................     120

    12.01     Satisfaction and Discharge.................................................     120

    12.02     Application of Trust Money.................................................     120

ARTICLE XIII     MISCELLANEOUS...........................................................     121

    13.01     Trust Indenture Act Controls...............................................     121

    13.02     Notices....................................................................     121

    13.03     Communication by Holders of Notes with Other Holders of Notes..............     122

    13.04     Certificate and Opinion as to Conditions Precedent.........................     123

    13.05     Statements Required in Certificate or Opinion..............................     123

    13.06     Rules by the Trustee and Agents............................................     123

    13.07     No Personal Liability of Directors, Officers, Employees and Stockholders...     123

    13.08     Confidentiality............................................................     124

    13.09     Governing Law..............................................................     124

    13.10     No Adverse Interpretation of Other Agreements..............................     125

    13.11     Successors.................................................................     125

    13.12     Severability...............................................................     125

    13.13     Counterpart Originals......................................................     125

    13.14     Table of Contents, Headings, etc...........................................     125

    13.15     Supremacy of this Agreement................................................     126

    13.16     Further Assurances.........................................................     126
</TABLE>

                                      -vi-

<PAGE>

EXHIBITS

Exhibit A        FORM OF CLASS A NOTE
Exhibit B        FORM OF CLASS B NOTE
Exhibit C        FORM OF NOTE GUARANTEE
Exhibit D        FORM OF SUPPLEMENTAL INDENTURE

                                      vii

<PAGE>

         INDENTURE dated as of March 1, 2004 (this "Agreement") by and among
AMERCO, a Nevada corporation (the "Company"), the guarantors listed on the
signature pages hereto (collectively, the "Guarantors") and WELLS FARGO BANK,
N.A., as trustee and collateral trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.01 Definitions.

         "Account Debtor" means any Person who is or who may become obligated
under, with respect to, or on account of, an Account, Chattel Paper, or a
General Intangible.

         "Accounts" means any Person's now owned or hereafter acquired right,
title, and interest with respect to "accounts" as such term is defined in the
Code, and any and all Supporting Obligations in respect thereof.

         "Additional Interest" has the meaning set forth in the Registration
Rights Agreement and/or any additional interest provided for herein or in the
Note Documents, including without limitation, the interest set forth in Section
11.01(e) hereof.

         "Affiliate" means, as applied to any Person, any other Person who,
directly or indirectly, controls, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct the management and
policies of a Person, whether through the ownership of Stock, by contract, or
otherwise; provided, however, that, for purposes of Section 5.14 hereof: (a) any
Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other members of the
governing body of a Person or 10% or more of the partnership or other ownership
interests of a Person (other than as a limited partner of such Person) shall be
deemed to control such Person, (b) each director (or comparable manager) of a
Person shall be deemed to be an Affiliate of such Person, and (c) each
partnership or joint venture in which a Person is a partner or joint venturer
shall be deemed to be an Affiliate of such Person. For the avoidance of doubt,
SAC Holding shall not be deemed to be an Affiliate of the Borrowers for purposes
of this Agreement.

         "Affiliate Contracts" means any agreement to which any Note Party is a
party, on the one hand, and any Affiliate of such Note Party is a party, on the
other hand, as such agreements are in place as of the Issue Date.

         "Agency Letter" means that certain letter agreement executed and
delivered by Roberta Holmes, Joan Gibson (or any other person acceptable to
Trustee from time to time having similar employee responsibilities) and Trustee,
as amended, modified or replaced from time to time, the form and substance of
which are reasonably satisfactory to Trustee.

<PAGE>

         "Agent" means any Registrar or Paying Agent.

         "Agreement" means this Indenture, as amended or supplemented from time
to time.

         "Agreement to Indemnify" means that certain agreement to indemnify
entered into by the Company in connection with the execution of the SAC
Participation and Subordination Agreement.

         "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

         "Anti-Terrorism Laws" means any laws relating to terrorism or money
laundering, including Executive Order No. 13224 and the USA Patriot Act.

         "Applicable Laws" means with respect to any Person, those laws, rules,
regulations, statutes and ordinances that apply to that Person or its business,
undertakings, property or securities.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

         "AREC" means Amerco Real Estate Company, a Nevada corporation.

         "Asset" means any asset or property.

         "Assigned Storage Agreements" has the meaning set forth in the
definition of "Synthetic Lease Collateral".

         "Availability" means, as of any date of determination, if such date is
a Business Day, and determined at the close of business on the immediately
preceding Business Day, if such date of determination is not a Business Day, the
amount that the Borrowers are entitled to borrow as Advances (as defined in the
New Credit Agreement) under Section 2.1 of the New Credit Agreement (after
giving effect to all then outstanding Obligations (as defined in the New Credit
Agreement) (other than Bank Product Obligations, as defined in the New Credit
Agreement) and all sublimits and reserves applicable under the New Credit
Agreement).

         "Bank Lenders" means the "Lenders" as defined in the New Credit
Agreement.

         "Bank Lenders' Agent" means Wells Fargo Foothill, Inc., a California
corporation, solely in its capacity as administrative agent and collateral agent
for the Bank Lenders under the New Credit Agreement, and any successor thereto.

         "Bank Lenders' Collateral Agent" means the Bank Lenders' Agent, in its
capacity as collateral agent for the benefit of the Bank Lenders under the
Intercreditor Agreement, or any successor thereto.

                                       2

<PAGE>

         "Bankruptcy Code" means Title 11 of the United States Code; provided
that when the context so requires with respect to the Canadian Subsidiaries,
"Bankruptcy Code" shall mean the Bankruptcy and Insolvency Act (Canada) or the
Companies' Creditors Arrangement Act (Canada), in any case, as in effect from
time to time.

         "Bankruptcy Law" means the Bankruptcy Code or any similar federal,
provincial, or state law for the relief of debtors.

         "Benefit Plan" means a "defined benefit plan" (as defined in Section
3(35) of ERISA) for which any Borrower or any Subsidiary or ERISA Affiliate of
any Note Party has been an "employer" (as defined in Section 3(5) of ERISA)
within the past 6 years.

         "Blocked Person" means:

                  (a) a Person that is listed in the annex to, or is otherwise
         subject to the provisions of, Executive Order No. 13224;

                  (b) a Person owned or controlled by, or acting for or on
         behalf of, any Person that is listed in the annex to, or is otherwise
         subject to the provisions of, Executive Order No. 13224;

                  (c) a Person or entity with which any bank or other financial
         institution is prohibited from dealing or otherwise engaging in any
         transaction by any Anti-Terrorism Law;

                  (d) a Person or entity that commits, threatens or conspires to
         commit or supports "terrorism" as defined in Executive Order No. 13224;

                  (e) a Person or entity that is named as a "specially
         designated national" on the most current list published by OFAC at its
         official website or any replacement website or other replacement
         official publication of such list; or

                  (f) a Person or entity who is affiliated with a Person or
         entity listed above.

         "Board of Directors" means the board of directors (or comparable
managers) of the Company or any committee thereof duly authorized to act on
behalf thereof.

         "Books" means any Person's now owned or hereafter acquired books and
records (including all of its Records indicating, summarizing, or evidencing its
assets (including the Collateral) or liabilities, all of any Person's Records
relating to its or their business operations or financial condition, and all of
its goods or General Intangibles related to such information).

         "Borrowers" means the "Borrowers" under the New Credit Agreement,
including as of the Issue Date the Company, AMERCO Real Estate Company, a Nevada
corporation, AMERCO Real Estate Company of Alabama, Inc., an Alabama
corporation, AMERCO Real Estate Company of Texas, Inc., a Texas corporation,
Five PAC Company, a Nevada corporation, Fourteen PAC Company, a Nevada
corporation, One PAC Company, a Nevada corporation, Seven PAC Company, a Nevada
corporation, Sixteen PAC Company, a Nevada corporation, Ten

                                       3

<PAGE>

PAC Company, a Nevada corporation, U-Haul Co. of Alaska, an Alaska corporation,
U-Haul Co. of Arizona, and Arizona corporation, U-Haul Co. of Florida, a Florida
corporation, U-Haul of Hawaii, Inc., a Hawaii corporation, U-Haul International,
Inc., a Nevada corporation, and Yonkers Property Corporation, a New York
corporation. (Such Borrowers are referred to hereinafter each individually as a
"Borrower".)

         "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York, New York are authorized or required
by law to close.

         "Canadian Income Tax Act" means the Income Tax Act (Canada), R.S.C.
1985 C.1 (5th Supp.), as amended from time to time.

         "Canadian Subsidiaries" means, collectively, U-Haul (Canada) and U-Haul
Inspections Ltd., a British Columbia corporation.

         "Capital Expenditures" means, with respect to any Person for any
period, gross expenditures that are capital expenditures as determined in
accordance with GAAP for such period, whether such expenditures are paid in cash
or financed; minus lease funding received pursuant to operating and Capital
Lease commitments for such period; minus Net Dispositions for such period;
provided, however, Net Dispositions from the WP Carey Transaction received after
the Issue Date but prior to March 31, 2004, shall be deemed received during
fiscal year 2005.

         "Capital Lease" means a lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP.

         "Capitalized Lease Obligation" means that portion of the obligations
under a Capital Lease that is required to be capitalized in accordance with
GAAP.

         "Cash Equivalents" means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or issued by any agency thereof
and backed by the full faith and credit of the United States, in each case
maturing within 1 year from the date of acquisition thereof, (b) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"), (c) commercial paper maturing no more than 270 days from the date
of creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit or
bankers' acceptances maturing within 1 year from the date of acquisition thereof
issued by any bank organized under the laws of the United States or any state
thereof having at the date of acquisition thereof combined capital and surplus
of not less than $250,000,000, (e) demand Deposit Accounts maintained with any
bank organized under the laws of the United States or any state thereof so long
as the amount maintained with any individual bank is less than or equal to
$100,000 and is insured by the Federal Deposit Insurance Corporation, and (f)
Investments in money market funds substantially all of whose assets are invested
in the types of assets described in clauses (a) through (e) above.

         "Certificate(s) of Title" means a certificate evidencing the title to a
Vehicle.

                                       4

<PAGE>

         "Change of Control" means (a) any "person" or "group" (within the
meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of 30%, or more, of the Stock of the
Company having the right to vote for the election of members of the Board of
Directors, (b) a majority of the members of the Board of Directors do not
constitute Continuing Directors, (c) any Borrower ceases to own, directly or
indirectly, and control 100% of the outstanding capital Stock of any of its
Subsidiaries extant as of the Issue Date unless the disposition, liquidation or
merger of such Subsidiary was permitted by Section 5.03 hereof, (d) (i) all or
substantially all of the assets of the Company and its Restricted Subsidiaries
(as defined in the New AMERCO Note Indenture) are sold or otherwise transferred
to any Person other than a Wholly-Owned Restricted Subsidiary (as defined in the
New AMERCO Notes Indenture) that is a Note Party or (ii) the Company
consolidates or merges with or into another Person or any Person consolidates or
merges with or into the Company, in either case under this clause (d), in one
transaction or a series of related transactions in which immediately after the
consummation thereof Persons owning voting stock representing in the aggregate a
majority of the total voting power of the voting stock of the Company
immediately prior to such consummation do not own voting stock representing a
majority of the total voting power of the voting stock of the Company or the
surviving or transferee Person, or (e) the Company shall adopt a plan of
liquidation or plan of dissolution or any such plan shall be approved by the
stockholders of the Company.

         "Chapter 11 Case" means Case NO. BK-03-52103-GWZ in the United States
Bankruptcy Court for the District of Nevada.

         "Chattel Paper" means any Person's now owned or hereafter acquired
right, title and interest in respect of "chattel paper" as such term is defined
in the Code, including, without limitation, any tangible or electronic chattel
paper.

         "Class A Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend substantially
in the form of Exhibit A.

         "Class A Global Note" means a permanent global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Class A Notes" means the $120.0 million of 9.0% Second Lien Senior
Secured Notes due 2009 to be issued on the Issue Date in accordance with this
Agreement and pursuant to Section 1145 of the Bankruptcy Code, and any
additional Class A Notes issued in the Exchange Offer pursuant to Section
2.06(f) hereof.

         "Class B Definitive Note" means a Definitive Note bearing the Private
Placement Legend substantially in the form of Exhibit B.

         "Class B Global Note" means a global Note substantially in the form of
Exhibit B attached hereto that bears the Private Placement Legend and that has
the "Schedule of Exchanges

                                       5

<PAGE>

of Interests in the Global Note" attached thereto, and that is deposited with or
on behalf of and registered in the name of Depository, representing the series
of Class B Notes.

         "Class B Notes" means the $80.0 million of 9.0% Second Lien Senior
Secured Notes due 2009 to be issued on the Issue Date in accordance with this
Agreement and pursuant to Regulation D of the Securities Act.

         "Class B Purchase Agreement" means the Note Purchase Agreement, dated
as of March 1, 2004, by and among the Company, the Guarantors and the purchasers
of the Class B Notes, as such agreement may be amended, modified or supplemented
from time to time.

         "Code" means the New York Uniform Commercial Code, as in effect from
time to time.

         "Co-Collateral Trustee" means a Person acting jointly with the
Collateral Trustee as collateral agent under this Agreement, the Intercreditor
Agreement and the Security Documents.

         "Collateral" means all of each Note Party's now owned or hereafter
acquired right, title, and interest in and to each of the following:

                  (a) Accounts,

                  (b) Books,

                  (c) Chattel Paper,

                  (d) Commercial Tort Claims,

                  (e) Deposit Accounts,

                  (f) Equipment,

                  (g) General Intangibles,

                  (h) Inventory,

                  (i) Investment Property,

                  (j) Negotiable Collateral,

                  (k) Real Property Collateral,

                  (l) Supporting Obligations,

                  (m) money, cash, Cash Equivalents, or other assets of each
such Note Party that now or hereafter come into the possession, custody, or
control of any Bank Lender, the Bank Lenders' Agent, the Trustee or any Holder
and are held for the benefit of the Holders,

                  (n) the proceeds and products, whether tangible or intangible,
of any of the foregoing, including proceeds of insurance covering any or all of
the foregoing, and any and all

                                       6

<PAGE>

Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General
Intangibles, Inventory, Investment Property, Negotiable Collateral, Real
Property, Supporting Obligations, money, deposit accounts, or other tangible or
intangible property resulting from the sale, exchange, collection, or other
disposition of any of the foregoing, or any portion thereof or interest therein,
and the proceeds thereof, and

                  (o) to the extent not included in the foregoing, all other
personal property of the Note Parties of any kind or description (including,
without limitation, with respect to either Canadian Guarantor, all "personal
property" (as defined in the PPSA) of such party and all "proceeds" (as defined
in the PPSA) thereof);

provided, however, that the Excluded Assets shall not be included in the
Collateral.

         "Collateral Access Agreement" means a landlord waiver, bailee waiver,
mortgagee waiver, or acknowledgement of any lessor, warehouseman, processor,
mortgagee, assignee, or other Person in possession of, having a Lien upon, or
having rights or interests in the Equipment or Inventory, in each case in the
same form and substance as delivered to the Bank Lenders' Agent under the New
Credit Agreement, with such modifications as are necessary to reflect that the
Trustee's Liens in the Collateral are security interests, second in priority
only to the first priority security interests granted to Bank Lenders' Agent
pursuant to the New Credit Agreement and the other Loan Documents (as defined in
the New Credit Agreement).

         "Collateral Trustee" means Wells Fargo Bank, N.A., a national banking
association, in its capacity as collateral agent under this Agreement, the
Intercreditor Agreement and the Security Documents for the benefit of the
Holders, or any successor thereto.

         "Collections" means all cash, checks, notes, instruments, and other
items of payment (including insurance proceeds, proceeds of cash sales, rental
proceeds, and tax refunds) of the Borrowers.

         "Commercial Tort Claims" means any Person's now owned or hereafter
acquired right, title and interest with respect to any "commercial tort claim"
as such term is defined in the Code, including, without limitation, the PWC
Litigation.

         "Company" means AMERCO, a Nevada corporation, and any and all
successors thereto and not any of its Subsidiaries.

         "Confirmation Order" means the order entered in the Chapter 11 Case on
February 20, 2004, confirming the Reorganization Plan.

         "Consolidated" means, with respect to the Company, the consolidation of
the income statement accounts of the Company's Subsidiaries with those of the
Company, all in accordance with GAAP, provided, that "consolidated" will not
include (a) the consolidation of the accounts of SAC Holding with the accounts
of the Company but for the inclusion of interest income earned on the Junior
Notes and management fees earned by U-Haul related to properties it manages that
are owned by SAC Holding; and (b) the consolidation of the accounts of the
Insurance Subsidiaries with the accounts of the Company but for the inclusion of
pre-tax net income earned by (or losses of) the Insurance Subsidiaries.

                                       7

<PAGE>

         "Consolidated Cash Interest Expense" means, for any period, the
Consolidated Interest Expense of the Company paid in cash for such period
(including, without limitation, the Unused Line Fees (as defined in the New
Credit Agreement), the interest component of any deferred payment obligations,
the interest component of all payments associated with Capitalized Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of a Letter of Credit (as defined in the New Credit Agreement) or
bankers' acceptance financing and net payments pursuant to Hedge Agreements),
provided that Consolidated Cash Interest Expense shall exclude interest expense
accrued or capitalized during such period.

         "Consolidated Charges" means, for any period, any extraordinary and/or
non-recurring Consolidated charges of the Company, representing restructuring
charges, payments to restructuring financial advisors and legal counsel,
non-cash impairment of asset charges and other non-cash write-offs that were
deducted in arriving at Consolidated Net Income; provided, however, (a) the
aggregate amount of Consolidated Charges calculated for the 3-month period
ending March 31, 2004 shall not exceed $75,000,000, (b) the aggregate amount of
Consolidated Charges calculated for the 3-month period ending June 30, 2004
shall not exceed $3,800,000, (c) the aggregate amount of Consolidated Charges
calculated for the 6-month period ending September 30, 2004 shall not exceed
$7,500,000, (d) the aggregate amount of Consolidated Charges calculated for the
9-month period ending December 31, 2004 shall not exceed $11,300,000, and (e)
the aggregate amount of Consolidated Charges calculated for the 12-month period
ending March 31, 2005 and as of the end of each fiscal quarter thereafter shall
not exceed $15,000,000.

         "Consolidated EBITDA" means, for any period, the sum, without
duplication, of (i) Consolidated Net Income for such period; plus (ii)
Consolidated Interest Expense for such period; plus (iii) provision for
Consolidated taxes of the Company based on income or profits for such period (to
the extent such income or profits were included in computing the Consolidated
Net Income for such period); plus (iv) Consolidated depreciation, amortization
and other non-cash expense of the Company; plus (v) Consolidated Charges in each
case that were deducted in determining the Consolidated Net Income for such
period; minus (vi) pre-tax net income of the Insurance Subsidiaries; plus (vii)
losses of the Insurance Subsidiaries; minus (viii) gains from sales of any Real
Property; plus (ix) losses from sales of any Real Property minus (x) to the
extent the Synthetic Leases (including any refinancings, in whole or in part
thereof), or any of them, are treated as Capital Leases in accordance with the
requirements of GAAP, the amounts of principal and interest due and paid under
such Synthetic Leases for such period, as such principal amounts are set forth
on Schedule 7.8(a) of the New Credit Agreement as of the Issue Date.

         "Consolidated Interest Expense" means, for any period, the Consolidated
interest expense of the Company for such period, whether paid, accrued or
capitalized (including, without limitation, amortization of original issue
discount, non-cash interest payments, the Unused Line Fees (as defined in the
New Credit Agreement), the interest component of any deferred payment
obligations, the interest component of all payments associated with Capitalized
Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of a Letter of Credit (as defined in the New Credit Agreement) or
bankers' acceptance financing and net payments pursuant to Hedge Agreements).

                                       8

<PAGE>

         "Consolidated Net Income" means, for any period, the net income of the
Company for such period, determined in accordance with GAAP, provided that such
net income is calculated pursuant to the income statement presentation set forth
in the definition of "Consolidated".

         "Continuing Director" means (a) any member of the Board of Directors
who was a director (or comparable manager) of the Company on the Issue Date, and
(b) any individual who becomes a member of the Board of Directors after the
Issue Date if such individual was appointed or nominated for election to the
Board of Directors by a majority of the Continuing Directors, but excluding any
such individual originally proposed for election in opposition to the Board of
Directors in office at the Issue Date in an actual or threatened election
contest relating to the election of the directors (or comparable managers) of
the Company (as such terms are used in Rule 14a-11 under the Exchange Act) and
whose initial assumption of office resulted from such contest or the settlement
thereof.

         "Control Agreement" means a control agreement executed and delivered by
the Company or one of its Subsidiaries, the Trustee, and the applicable
securities intermediary with respect to a Securities Account or a bank with
respect to a Deposit Account, in the same form and substance delivered to the
Bank Lenders' Agent under the New Credit Agreement, with such modifications as
are necessary to reflect that the Trustee's Liens in the Collateral subject
thereto are security interests, second in priority only to the first priority
security interests granted to Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit Agreement).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Copyright Security Agreement" means that certain copyright security
agreement executed and delivered by each of the Note Parties that own copyrights
as of the Issue Date and the Trustee, in the same form and substance as
delivered to the Bank Lenders' Agent under the New Credit Agreement, with such
modifications as are necessary to reflect that the Trustee's Liens in the
Collateral subject thereto are security interests, second in priority only to
the first priority security interests granted to Bank Lenders' Agent pursuant to
the New Credit Agreement and the other Loan Documents (as defined in the New
Credit Agreement).

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "DDA" means any checking or other demand deposit account maintained by
any Borrower.

         "Dealer List" means, at any date, a report of the name and location of
all U-Haul Dealers as of such date.

         "Dealership Contract" means a U-Haul dealership contract between a
subsidiary of U-Haul, on the one hand, and a U-Haul Dealer, on the other hand.

                                       9

<PAGE>

         "Default" means any event, condition, or default that, with the giving
of notice, the passage of time or both, would be an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A or Exhibit B hereto, as applicable,
except that such Note shall not bear the Global Note Legend and shall not have
the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

         "Deposit Accounts" means any Person's now owned or hereafter acquired
right, title and interest with respect to any "deposit account" as such term is
defined in the Code, including, without limitation, any DDAs.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Agreement.

         "Depositary Custodian" means the Trustee, as custodian for the
Depositary with respect to the Notes in global form, or any successor entity
thereto.

         "DIP Loan Agreement" means that certain Senior Secured, Super-Priority
Debtor-in-Possession Loan and Security Agreement, dated as of August 15, 2003,
among the Company, AREC, Wells Fargo Foothill, Inc., as agent, and the various
lenders party thereto, as amended by that certain First Amendment to Loan and
Security Agreement dated as of September 23, 2003.

         "DIP Obligations" means, as of any date of determination, all
Obligations (as defined in the DIP Loan Agreement) outstanding under the DIP
Loan Agreement, including any Advances (as defined in the DIP Loan Agreement)
outstanding (including, without limitation, the face amount of any outstanding
Letter of Credit issued pursuant to the DIP Loan Agreement), the Term Loan (as
defined in the DIP Loan Agreement) and accrued interest, fees and other charges
payable thereunder.

         "Dollars" or "$" means United States dollars.

         "Dormant Subsidiaries" means, collectively, EJOS, Inc., an Arizona
corporation, Japal, Inc., a Nevada corporation, M.V.S., Inc., a Nevada
corporation, Pafran, Inc., a Nevada corporation, Sophmar, Inc., a Nevada
corporation, and Picacho Peak Investments Co, a Nevada corporation.

         "ECF Carry Forward Amount" means, at any time of determination, (a)(i)
as of the Issue Date through September 30, 2004, $3,335,000, (ii) as of October
1, 2004 through March 30, 2005, 50% of Borrowers' Excess Cash Flow (whether
positive or negative) for the period commencing on April 1, 2004 and ending on
September 30, 2004, based on unaudited financial statements provided to the
Trustee pursuant to Section 4.04(a), or (iii) as of March 31, 2005 and at all
times thereafter, 50% of Borrowers' Excess Cash Flow for the fiscal year ending
March 31, 2005 (whether positive or negative), based on the audited financial
statements provided to the Trustee pursuant to Section 4.04(b), plus Borrowers'
Excess Cash Flow for each fiscal year thereafter (to the extent positive) for
which audited financial statements have been provided to

                                       10

<PAGE>

the Trustee pursuant to Section 4.04(b), minus (b) the sum of (i) the aggregate
amount of dividends paid in arrears on account of the preferred stock of the
Company on or after January 1, 2004 made from Borrowers' Excess Cash Flow
pursuant to clause (c) of Section 5.11, and (ii) the aggregate amount of
prepayments of the principal amount of the Indebtedness under the New AMERCO
Notes and the Notes made from Borrowers' Excess Cash Flow after the Issue Date
pursuant to clause (2) of Section 5.08(a)(vi), and (iii) the aggregate amount of
prepayments of the principal amount of the Indebtedness under the Synthetic
Leases made from Borrower's Excess Cash Flow after the Issue Date pursuant to
clause (3) of Section 5.08(a)(vii), in each case on a cumulative basis.

         "Effective Date" has the meaning set forth in the Reorganization Plan.

         "Environmental Actions" means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative
proceeding, judgment, letter, or other communication from any Governmental
Authority, or any third party involving violations of Environmental Laws or
releases of Hazardous Materials from (a) any assets, properties, or businesses
of any Borrower or any predecessor in interest, (b) from adjoining properties or
businesses, or (c) from or onto any facilities which received Hazardous
Materials generated by any Borrower or any predecessor in interest.

         "Environmental Indemnity Agreements" means, collectively, those certain
environmental indemnity agreements executed and delivered by Note Parties in
favor of the Trustee, in the same form and substance as delivered to Bank
Lenders' Agent under the New Credit Agreement.

         "Environmental Law" means any applicable federal, state, provincial,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy, or rule of common
law now or hereafter in effect and in each case as amended, or any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on Borrowers, relating
to the environment, employee health and safety, or Hazardous Materials,
including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Hazardous
Material Transportation Act, 49 U.S.C. Section 1801 et seq.; and the
Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. (to the extent
it regulates occupational exposure to Hazardous Materials); any state and local
or foreign counterparts or equivalents, in each case as amended from time to
time.

         "Environmental Liabilities and Costs" means all liabilities, monetary
obligations, Remedial Actions, losses, damages, punitive damages, consequential
damages, treble damages, costs and expenses (including all reasonable fees,
disbursements and expenses of counsel, experts, or consultants and costs of
investigation and feasibility studies), fines, penalties, sanctions, and
interest incurred as a result of any claim or demand by any Governmental
Authority or any third party, and which relate to an Environmental Action.

                                       11

<PAGE>

         "Environmental Lien" means any Lien in favor of any Governmental
Authority for Environmental Liabilities and Costs.

         "Equipment" means any Person's now owned or hereafter acquired right,
title, and interest with respect to equipment, machinery, machine tools, motors,
furniture, furnishings, fixtures, Vehicles, tools, parts, goods (other than
consumer goods, farm products, or Inventory), wherever located, including all
attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto.

         "ERISA Affiliate" means (a) any Person subject to ERISA whose employees
are treated as employed by the same employer as the employees of a Borrower or a
Subsidiary of a Borrower under IRC Section 414(b), (b) any trade or business
subject to ERISA whose employees are treated as employed by the same employer as
the employees of a Borrower or a Subsidiary of Borrower under IRC Section
414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the
IRC, any organization subject to ERISA that is a member of an affiliated service
group of which a Borrower or a Subsidiary of Borrower is a member under IRC
Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section
412 of the IRC, any Person subject to ERISA that is a party to an arrangement
with a Borrower or a Subsidiary of a Borrower and whose employees are aggregated
with the employees of a Borrower or a Subsidiary of a Borrower under IRC Section
414(o).

         "Event of Default" has the meaning set forth in Section 6.01.

         "Excess Availability" means the amount, as of the date any
determination thereof is to be made, equal to the difference between (a) the
lesser of (i) the Borrowing Base (as defined in the New Credit Agreement) or
(ii) the sum of (1) the Maximum Revolver Amount (as defined in the New Credit
Agreement) plus (2) the Term Loan Amount (as defined in the New Credit
Agreement), and (b) the Obligations (as defined in the New Credit Agreement)
then outstanding.

         "Excess Availability Test" means, at the time of payment of any
Indebtedness under the New AMERCO Notes or Notes pursuant to Section
5.8(a)(v)(ii) or at the time of declaration or payment of any dividend or
dividend in arrears pursuant to Section 5.11(b) or Section 5.11(c),
respectively, (a) Borrowers' Excess Availability plus Qualified Cash (as
reported to the Bank Lenders' Agent by Borrowers pursuant to Section 6.2(a) of
the New Credit Agreement), exceeds (i) $35,000,000 plus (ii) the amount of such
dividend or debt payment as of the date of such payment and as of the month end
for each of the preceding consecutive 12 fiscal months immediately preceding
such payment date, and (b) after giving effect to such payment, Borrowers'
Excess Availability plus Qualified Cash, as reflected in the Projections (as
defined in the New Credit Agreement) most recently delivered to the Trustee
pursuant to Section 4.04(c) hereof, is projected to exceed $35,000,000 for the
month end of each of the 12 fiscal months immediately succeeding such payment
date.

         "Excess Cash Flow" means, for the fiscal year most recently ended prior
to any determination date and based upon the audited financial statements
delivered by Borrowers

                                       12

<PAGE>

pursuant to Section 4.04(b), (a) Consolidated EBITDA, minus (b) the sum of (i)
Consolidated Cash Interest Expense, plus (ii) Capital Expenditures permitted
hereunder, plus (iii) payments of the principal amount of Funded Debt (other
than payments of principal made under the revolving credit facility contained in
the New Credit Agreement and advances and prepayments of the Notes and the New
AMERCO Notes paid from the Borrowers' Excess Cash Flow pursuant to clause (2) of
Section 5.08(a)(vi) hereof) paid during such period and other permitted debt
service payments made, plus (v) federal, state and local income taxes paid in
cash, minus (c) the aggregate amount of dividends paid on account of the Stock
of the Company during such fiscal year pursuant to clause (b) of Section 5.11.

         "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended from time to time.

         "Exchange Notes" means the Class A Notes issued in the Exchange Offer
pursuant to Section 2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Excluded Assets" means (a) the Synthetic Leases and the Synthetic
Lease Collateral, (b) the Junior Notes and the interest accrued thereon and
proceeds received from the monetization of Junior Notes, (c) all Real Property
set forth on Schedule E-1 of the New Credit Agreement under contract of sale as
of the Issue Date and proceeds received from any such sale, (d) all Real
Property subject to a first priority Lien of Oxford as of the Issue Date, as set
forth on Schedule E-1 of the New Credit Agreement, (e) all Real Property
designated as "Surplus Real Property" as of the Issue Date, as set forth on
Schedule E-1 of the New Credit Agreement and any proceeds received from any sale
of such Real Property, (f) the Company's Stock of the Insurance Subsidiaries and
the proceeds received from the monetization of such Stock, (g) proceeds in
excess of $50,000,000 from any settlement, judgment or other recovery from the
PWC Litigation, (h) Vehicles (including any tow dolly or auto transport) that,
as of the Issue Date are or thereafter become, and remain subject to, a TRAC
Lease Transaction, and proceeds from the sale of such Vehicles to the extent no
Note Party has any rights to or interest in such proceeds, except to the extent
such Vehicles become subject to the Trustee's Liens pursuant to Section 5.04
hereof, (i) Vehicles (including any tow dolly or auto transport) that become and
remain subject to the PMCC Leveraged Lease and proceeds from the sale of such
Vehicles to the extent no Note Party has any rights to or interest in such
proceeds, and (j) the cash collateral accounts set forth on Schedule 2.7(e) to
the New Credit Agreement. With respect to the Excluded Assets set forth in
clause (g) above, it is hereby acknowledged and agreed that attorneys' fees and
costs, court costs, expert witness fees and expenses and other similar costs and
expenses paid or payable by the Company with respect to the PWC Litigation or
any current or future taxes paid or payable by the Company with respect to
settlement payments or damage awards (after taking into account any available
tax credits or deductions and any tax sharing arrangements) with respect to the
PWC Litigation shall not be deducted from or otherwise offset against the
Trustee's Collateral.

                                       13

<PAGE>

         "Executive Order No. 13224" means Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

         "Fair Market Valuation" means the most recent fair market valuation
acceptable to the Bank Lenders by a third party appraiser acceptable to the Bank
Lenders of the Real Property Collateral which is subject to a valid and
perfected Trustee's Lien (second only to the first priority security interests
granted to Bank Lenders' Agent pursuant to the New Credit Agreement and the
other Loan Documents (as defined in the New Credit Agreement)), subject only to
Permitted Liens of the type described in clauses (a), (b), (c), (f), (j), (k),
(l) and (n) of the definition thereof.

         "Family Member" means, with respect to any individual, spouse and
lineal descendants (including children and grandchildren by adoption) of such
individual, the spouses or each such lineal descendants, and the lineal
descendants of such Persons.

         "Family Trusts" means, with respect to any individual, any trusts,
limited partnerships or other entities established for the primary benefit of
the executor or administrator of the estate of, or other legal representative
of, such individual.

         "FEIN" means Federal Employer Identification Number.

         "Funded Debt" means without double-counting, with respect to the
Company on a Consolidated basis, as of any date of determination, all
obligations of the type described in clauses (a) through (c) and clause (e) of
the definition of "Indebtedness" and clause (f) of such definition with respect
to any guaranty of any of the foregoing, and specifically including, without
limitation, the amount of outstanding Obligations hereunder.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States, consistently applied.

         "General Intangibles" means any Person's now owned or hereafter
acquired right, title, and interest with respect to general intangibles (as that
term is defined in the Code), including payment intangibles, contract rights,
rights to payment, rights arising under common law, statutes, or regulations,
choses or things in action, goodwill, patents, trade names, trademarks,
servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists,
monies due or recoverable from pension funds, route lists, rights to payment and
other rights under any royalty or licensing agreements, infringement claims,
computer programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, pension plan refunds, pension plan refund claims,
insurance premium rebates, tax refunds, and tax refund claims, and any and all
Supporting Obligations in respect thereof, and any other personal property other
than goods, money, Accounts, Chattel Paper, Commercial Tort Claims, Deposit
Accounts, Investment Property, and Negotiable Collateral.

         "Global Note Legend" means the legend set forth in Section 2.06(g),
which is required to be placed on all Global Notes issued under this Agreement.

                                       14

<PAGE>

         "Global Notes" means, individually and collectively, each of the Class
A Global Notes and Class B Global Notes, substantially in the form of Exhibit A
and Exhibit B hereto, respectively, issued in accordance with Section 2.01,
2.02, 2.06, 2.07 and 2.10 hereof.

         "Governing Documents" means, with respect to any Person, the
certificate or articles of incorporation, bylaws, or other organizational
documents of such Person.

         "Governmental Authority" means any federal (including the federal
government of Canada), state, provincial, local or other governmental or
administrative body, instrumentality, department, or agency, or any court,
tribunal, administrative hearing body, arbitration panel, commission or other
similar dispute-resolving panel or body.

         "Guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). The terms "guarantee," when used as a verb, and "guaranteed" have
correlative meanings.

         "Guarantor" and "Guarantors" means all direct and indirect Subsidiaries
of the Company, except for the Insurance Subsidiaries, any Subsidiary formed
under the laws of a jurisdiction outside of the United States and Canada,
Storage Realty, L.L.C., a Texas limited liability company, INW, and the Dormant
Subsidiaries. For the avoidance of doubt, SAC Holding shall not be a Guarantor
under this Agreement. As of the Issue Date, all Guarantors are listed on the
signature page of this Agreement.

         "Guarantor Security Agreement" means, collectively, one or more
security agreements, hypothecations or other similar agreements executed and
delivered by Guarantors and the Trustee, in the same form and substance as such
security agreements, hypothecations or similar agreements delivered by the
Guarantors to the Bank Lenders' Agent under the New Credit Agreement, with such
modifications as are necessary to reflect the fact that the Trustee's Liens in
the Collateral subject thereto are security interests, second in priority only
to the first priority security interests granted to Bank Lenders' Agent pursuant
to the New Credit Agreement and the other Loan Documents (as defined in the New
Credit Agreement).

         "Guaranty Agreement" means the Guaranty executed and delivered by
Guarantors and the Trustee, in the same form and substance delivered by the
Guarantors to the Bank Lenders' Agent under the New Credit Agreement, with such
modifications as are necessary to reflect that the Trustee's security interests
are second in priority only to the first priority security interests granted to
Bank Lenders' Agent pursuant to the New Credit Agreement and the other Loan
Documents (as defined in the New Credit Agreement).

                                       15

<PAGE>

         "Hazardous Materials" means (a) substances that are defined or listed
in, or otherwise classified pursuant to, any Applicable Laws or regulations as
"hazardous substances," "hazardous materials," "hazardous wastes," "toxic
substances," or any other formulation intended to define, list, or classify
substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP
toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any flammable substances or explosives
or any radioactive materials, and (d) asbestos in any form or electrical
equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million.

         "Hedge Agreement" means any and all agreements or documents now
existing or hereafter entered into by the Company or its Subsidiaries that
provide for an interest rate, credit, commodity or equity swap, cap, floor,
collar, forward foreign exchange transaction, currency swap, cross currency rate
swap, currency option, or any combination of, or option with respect to, these
or similar transactions, for the purpose of hedging the Company's or its
Subsidiaries' exposure to fluctuations in interest or exchange rates, loan,
credit exchange, security or currency valuations or commodity prices.

         "Holder" means any registered holder, from time to time, of the Notes.

         "Indebtedness" means (a) all obligations for borrowed money, (b) all
obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit,
bankers acceptances, interest rate swaps, or other financial products, (c) all
obligations as a lessee under Capital Leases, (d) all obligations or liabilities
of others secured by a Lien on any asset of a Person or its Subsidiaries,
irrespective of whether such obligation or liability is assumed, (e) all
obligations to pay the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business and repayable in accordance
with customary trade practices), and (f) any obligation guaranteeing or intended
to guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of clauses (a) through (e) above.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Insolvency Proceeding" means any proceeding commenced by or against
any Person under any provision of the Bankruptcy Code or under any other state,
provincial or federal (including the federal laws of Canada) bankruptcy or
insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings
seeking reorganization, arrangement, or other similar relief.

         "Insurance Subsidiaries" means, collectively, Oxford and RepWest.

         "Intangible Assets" means, with respect to any Person, that portion of
the book value of all of such Person's assets that would be treated as
intangibles under GAAP.

                                       16

<PAGE>

         "Intercreditor Agreement" means that certain Intercreditor Agreement,
as of even date herewith, between the Trustee and the Bank Lenders' Collateral
Agent, as amended, modified, supplemented, extended or restated from time to
time.

         "Interest" means, with respect to all Notes, interest on the Notes, and
with respect to the Class B Notes, Additional Interest, if any, on the Class B
Notes or Exchange Notes issued in exchange therefor, as provided in the
Registration Rights Agreement.

         "Inventory" means any Person's now owned or hereafter acquired right,
title, and interest with respect to inventory, including goods held for sale or
lease or to be furnished under a contract of service, goods that are leased by
such Person as lessor, goods that are furnished by such Person under a contract
of service, and raw materials, work in process, or materials used or consumed in
such Person's business, including, without limitation, supplies and embedded
software.

         "Investment" means, with respect to any Person, any investment by such
Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, or capital contributions (excluding (a) commission,
travel, and similar advances to officers and employees of such Person made in
the ordinary course of business, and (b) bona fide Accounts arising in the
ordinary course of business consistent with past practices), purchases or other
acquisitions for consideration of Indebtedness or Stock, and any other items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

         "Investment Property" means any Person's now owned or hereafter
acquired right, title, and interest with respect to "investment property" as
that term is defined in the Code, and any and all Supporting Obligations in
respect thereof.

         "INW" means INW Company, a Washington corporation.

         "IRC" means the Internal Revenue Code of 1986, as in effect from time
to time.

         "IRS" means the Internal Revenue Service of the United States and any
successor thereto.

         "Issue Date" means the date on which the Notes are originally issued.
For the avoidance of doubt, such date is March 15, 2004.

         "Junior Notes" means those promissory notes issued by SAC Holding to
Nationwide Commercial Co., an Arizona corporation, U-Haul and Oxford prior to
the Parent Relief Date, as amended and restated as of the Issue Date.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means any interest in an asset securing an obligation owed to,
or a claim by, any Person other than the owner of the asset, irrespective of
whether (a) such interest shall be based on the common law, statute, or
contract, (b) such interest shall be recorded or perfected, and (c) such
interest shall be contingent upon the occurrence of some future event or events
or the existence of some future circumstance or circumstances. Without limiting
the generality of the

                                       17

<PAGE>

foregoing, the term "Lien" includes the lien, security interest or hypothec
arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation,
assignment, deposit arrangement, security agreement, conditional sale or trust
receipt, or from a lease, consignment, or bailment for security purposes and
also including reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions, leases, and other title
exceptions and encumbrances affecting Real Property.

         "Major Space Leases" means lease agreements, other than lease
agreements covering all or a portion of Real Property subject to the Synthetic
Leases, pursuant to which the proposed demised premises exceeds 5,000 square
feet and the proposed term thereof, inclusive of all extensions and renewals,
exceeds 10 years.

         "Management Agreements" means, collectively, those certain property
management agreements between Subsidiaries of U-Haul, on the one hand, and any
of SAC Holding or SSI, on the other hand.

         "Material Adverse Change" means (a) a material adverse change in the
business, prospects, operations, results of operations, assets, liabilities or
condition (financial or otherwise) of the Borrowers and their Subsidiaries
(other than the Insurance Subsidiaries) taken as a whole, (b) a material
impairment of the ability of a Note Party to perform its obligations under the
Note Documents to which it is a party or of the ability of the Trustee or the
Holders to enforce the Obligations or realize upon the Collateral, or (c) a
material impairment of the enforceability or priority of the Trustee's Liens
with respect to the Collateral as a result of an action or failure to act on the
part of a Borrower or a Subsidiary of a Borrower (other than the Insurance
Subsidiaries). For the avoidance of doubt, changes affecting SAC Holding shall
not constitute a "Material Adverse Change."

         "Material Contracts" means the agreements set forth on Schedule M-1 to
the New Credit Agreement, which include each of the agreements (a) filed in
connection with any Note Party's SEC Filings and in existence as of the Issue
Date, (b) executed in connection with the Reorganization Plan, and (c) those
agreements to which any Note Party is a party and the loss or breach of which by
such Note Party would result in a Material Adverse Change, as such agreements
are in existence on the Issue Date or as amended to the extent permitted
hereunder.

         "Mortgage Policy" means mortgagee title insurance policies (or marked
commitments to issue the same) for the Real Property Collateral issued by the
same title insurance company or companies issuing mortgagee title insurance
policies in connection with the mortgages granted pursuant to the New Credit
Agreement in amounts reasonably satisfactory to the Trustee assuring the Trustee
that the Mortgages encumbering such Real Property Collateral owned by a Note
Party are valid and enforceable mortgage Liens thereon (second only to the first
priority security interests granted to Bank Lenders' Agent pursuant to the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement)) free and clear of all defects and encumbrances except Permitted
Liens, and the Mortgage Policies otherwise shall be in form and substance
reasonably satisfactory to the Trustee.

         "Mortgages" means, individually and collectively, one or more
mortgages, hypothecs, deeds of trust, or deeds to secure debt, executed and
delivered by a Note Party in favor of the

                                       18

<PAGE>

Trustee, for the benefit of the Holders, in similar form and substance to those
delivered to the Bank Lenders' Agent or the Fonde de pouvoir under the New
Credit Agreement, with such modifications as necessary to reflect the fact that
the Trustee's rights in the Collateral subject thereto are Liens (second only to
the first priority security interests granted to Bank Lenders' Agent pursuant to
the New Credit Agreement and the other Loan Documents (as defined in the New
Credit Agreement)) that encumber the Real Property Collateral and the related
improvements thereto.

         "Multiemployer Plan" means a "multiemployer plan" (as defined in
Section 4001(a)(3) of ERISA) to which the Company, any of its Subsidiaries, or
any ERISA Affiliate has contributed, or was obligated to contribute, within the
past six (6) years.

         "Negotiable Collateral" means any Person's now owned and hereafter
acquired right, title, and interest with respect to letters of credit, letter of
credit rights, instruments, promissory notes, drafts, and documents, and any and
all Supporting Obligations in respect thereof.

         "Net Disposition" means the aggregate amount of Net Proceeds received
by a Note Party from the disposition of any Equipment that is a capital asset
and any Real Property that constitutes an Excluded Asset during any period.

         "Net Proceeds" means, with respect to any asset disposition by the
Company or any Subsidiary of the Company or any proceeds from casualty insurance
received by the Company or any Subsidiary, the aggregate amount of cash or Cash
Equivalents received for such assets, net of (a) reasonable and customary
transaction costs and expenses, (b) transfer taxes (including sales and use
taxes), (c) amounts payable to holders of applicable Permitted Liens hereunder
to the extent that such Permitted Liens (other than the Synthetic Leases), if
any, are senior in priority to the Trustee's Liens, (d) an appropriate reserve
for income taxes in accordance with GAAP, and (e) appropriate amounts to be
provided as a reserve against liabilities or otherwise held in escrow in
association with any such disposition, in each case clauses (a) through (e) to
the extent the amounts so deducted are properly attributable to such transaction
and payable (or reserved) by the Company or any Subsidiary of the Company in
connection with such disposition or loss, including without limitation
reasonable and customary commissions and underwriting discounts, to a Person
that is not an Affiliate of the Company or such Subsidiary.

         "New AMERCO Note Accounts" means, collectively, the Restated SAC Notes
Escrow Account, the 3.08(b) Account and any other Deposit Account that holds or
otherwise constitutes the collateral securing the obligations under the New
AMERCO Note Documents.

         "New AMERCO Note Documents" means, collectively, the New AMERCO Note
Indenture, the New AMERCO Notes and such other documents executed by the Company
in connection therewith.

         "New AMERCO Note Indenture" means the Indenture with respect to the
issuance of New AMERCO Notes, dated March 15, 2004, among the Company, the
guarantors listed on the signature pages thereto, and The Bank of New York, as
trustee, governing the New AMERCO Notes.

                                       19

<PAGE>

         "New AMERCO Note Lenders" means those Persons that are "Holders" under
the New AMERCO Note Indenture.

         "New AMERCO Notes" means the 12% Senior Secured Subordinated Notes Due
2011 in the principal amount of $148,646,137 issued pursuant to the New AMERCO
Note Indenture.

         "New Credit Agreement" means the Loan and Security Agreement dated as
of March 1, 2004, by and among Wells Fargo Foothill, Inc., as lead arranger,
administrative agent, and collateral agent, the Bank Lenders and the Borrowers,
as may be subsequently amended, restated, refinanced, refunded, extended or
replaced from time to time whether by the same or any other agent, lender or
group of lenders.

         "Note Documents" means this Agreement (together with all exhibits and
schedules hereto), the Notes, the Cash Management Agreements (as defined in the
New Credit Agreement), the Collateral Access Agreements, the Confirmation Order,
the Control Agreements, the Copyright Security Agreement, the Guarantor Security
Agreement, the Guaranty Agreement, the Note Guarantees, the Environmental
Indemnity Agreements, the Mortgages, the Patent and Trademark Security
Agreement, the Quebec Security Documents, the Agency Letter, the Stock Pledge
Agreement, any other Security Document and any other agreement entered into, now
or in the future, by any Note Party and accepted by the Trustee or any Holder in
connection with this Agreement or any other Security Document.

         "Note Guarantee" means, collectively, the guarantee by each Guarantor
of the Company's obligations under this Agreement, the Notes and the other Note
Documents in favor of the Trustee, for the benefit of the Holders.

         "Note Party" means the Company or any Guarantor, and "Note Parties"
means the Company and all Guarantors.

         "Notes" means the Class A Notes, the Class B Notes and the Exchange
Notes.

         "Obligation" means any principal, interest, premiums, Additional
Interest, penalties, fees, indemnifications, reimbursements, costs, expenses,
damages and other liabilities payable and any performance due under the
documentation governing any Indebtedness.

         "OFAC" means the Office of Foreign Assets Control of the United States
Department of Treasury.

         "Officer" means any of the following of the Company: the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.

         "Officer's Certificate" means a certificate signed by an Officer.

         "Organizational ID Number" means, with respect to any Person, the
organizational identification number assigned to such Person by the applicable
governmental unit or agency of the jurisdiction of organization or formation of
such Person.

                                       20

<PAGE>

         "Oxford" means Oxford Life Insurance Company, an Arizona corporation,
and its Subsidiaries, whether now existing or hereafter formed.

         "Parent Relief Date" means June 20, 2003.

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Patent and Trademark Security Agreement" means that certain patent and
trademark security agreement executed and delivered by all Note Parties that own
patent or trademarks as of the Issue Date, and the Trustee, in the same form and
substance as delivered to the Bank Lenders' Agent under the New Credit
Agreement, with such modifications as necessary to reflect the fact that the
Trustee's Liens in the Collateral subject thereto are security interests, second
in priority only to the first priority security interests granted to Bank
Lenders' Agent pursuant to the New Credit Agreement and the other Loan Documents
(as defined in the New Credit Agreement).

         "PBGC" means the Pension Benefit Guaranty Corporation as defined in
Title IV of ERISA, or any successor thereto.

         "Permitted Discretion" means a determination made in good faith and in
the exercise of reasonable (from the perspective of a secured asset-based
lender) business judgment.

         "Permitted Dispositions" means (a) sales or other dispositions by the
Borrowers or their Subsidiaries of Equipment that is substantially worn,
damaged, or obsolete in the ordinary course of business, as determined by the
Borrowers or their Subsidiaries, as the case may be, (b) the use or transfer of
money or Cash Equivalents by Borrowers or their Subsidiaries in a manner that is
not prohibited by the terms of this Agreement or the other Note Documents, (c)
the licensing by Borrowers or their Subsidiaries, on a non-exclusive basis, of
patents, trademarks, copyrights, and other intellectual property rights in the
ordinary course of business, (d) conveyances, assignments, leases, transfers,
sales or dispositions of any Excluded Asset, (e) leases and licenses of
self-storage units to customers in the ordinary course of business, (f) the
granting of billboard and cell tower leases on any Real Property, (g) the
granting of space leases in the ordinary course of business that do not
constitute Major Space Leases, unless otherwise consented to by the Bank
Lenders' Agent, (h) dispositions of Real Property or any part thereof required
in connection with condemnations or takings, or dispositions in lieu thereof,
where the compensation paid on account thereof is immediately remitted to the
Bank Lenders' Agent, (i) so long as no Event of Default has occurred and is
continuing, dispositions of box-trucks, cargo vans and pickup trucks in the
ordinary course of the Company's and U-Haul's fleet rotation program, so long as
the aggregate net book value of box-trucks, cargo vans and pickup trucks subject
to Trustee's Liens does not decrease by more than (i) $40,000,000 in any of (A)
the first fiscal quarter after the Issue Date (to be tested as of the end of
such period), (B) the first two fiscal quarters after the Issue Date (to be
tested as of the end of such period), (C) the first three fiscal quarters after
the Issue Date (to be tested as of the end of such period), or (D) each 12-month
period thereafter (to be tested as of the end of each fiscal quarter), or (ii)
$160,000,000 in the aggregate after the Issue Date, (j) the granting of
Permitted Easements, (k) so long as no Event of Default has occurred and is then
continuing, the sale in the ordinary course of business of Vehicles acquired
within the previous 130 days in connection with a TRAC Lease Transaction to the
extent the obligations

                                       21

<PAGE>

thereunder are permitted by this Agreement, (l) the sale, disposition or
replacement of Vehicles exchanged in connection with the PMCC Like Kind Exchange
Lease, (m) sales or other dispositions set forth in the Reorganization Plan and
approved in the Confirmation Order, (n) the sale of that certain portion of the
parcel of Real Property Collateral located at 471 South Road, Poughkeepsie, New
York that is subject to the lease purchase option exercised prior to the Issue
Date, (o), so long as no Event of Default shall be caused thereby, other
dispositions of Real Property Collateral with a Fair Market Valuation in an
aggregate amount not to exceed either (i) $10,000,000 during any fiscal year or
(ii) $35,000,000 in total after the Issue Date; provided, however, the sale or
other disposition of any parcel of Real Property Collateral (x) shall result in
a Note Party receiving proceeds in an amount of not less than 80% of the Fair
Market Valuation of such Real Property Collateral, and (y) with an appraised
Fair Market Valuation exceeding $7,000,000 shall not constitute a Permitted
Disposition, and (p) leases and licenses of any portion of the Real Property
subject to the Synthetic Leases to tenants in the ordinary course of business.

         "Permitted Easements" means (a) easements, licenses, rights-of-way and
other rights and privileges in the nature of easements reasonably necessary or
desirable for the use, repair, or maintenance of any Real Property as herein
provided and (b) if required by applicable Governmental Authority, the
dedication or transfer of unimproved portions of any Real Property for road,
highway or other public purposes; so long as, in each case (other than with
respect to Real Property subject to the Synthetic Leases) (i) such grant,
dedication or transfer does not materially impair the value or remaining useful
life of the applicable Real Property or the fair market value of such Real
Property or materially impair or interfere with the use or operations thereof,
(ii) such grant, dedication or transfer, in the Company's business judgment, is
reasonably necessary in connection with the use, maintenance, alteration or
improvement of the applicable Real Property and (iii) such grant, dedication or
transfer will not cause the applicable Real Property or any portion thereof to
fail to comply with the provisions of the Note Documents and all Applicable Law.

         "Permitted Holder" means Edward J. Shoen, Mark V. Shoen, James P.
Shoen, and their Family Members, and their Family Trusts.

         "Permitted Investments" means (a) Investments in cash and Cash
Equivalents, (b) Investments in negotiable instruments for collection, (c)
advances made in connection with purchases of goods or services in the ordinary
course of business, (d) Investments by any Note Party in any other Note Party;
provided, to the extent such Investment is in the form of Indebtedness, such
Indebtedness shall be unsecured and contractually subordinated to the
Obligations and, upon any such relevant Note Party ceasing to be a wholly-owned
Subsidiary of the Company or such Indebtedness being owed to any Person other
than a Note Party, such Note Party shall be deemed to have incurred Indebtedness
not permitted by this clause (d), (e) Investments by U-Haul and Nationwide
Commercial Co. evidenced by the Junior Notes not to exceed the principal amount
outstanding thereunder as of the Issue Date (except for increases in principal
resulting solely from the accrual of interest thereon), (f) payments by U-Haul
and its Subsidiaries of expenses on behalf of SAC Holdings pursuant to the
Management Agreements provided that all such expenses are promptly reimbursed by
the appropriate other parties to the Management Agreements, (g) Investments in
PMSR, PM Preferred or any of its or their Affiliates owned by the Company or any
of its Subsidiaries or SAC Holding solely to the extent

                                       22

<PAGE>

required pursuant to the Company's obligations under the Support Party
Agreements, so long as (i) on the date of such Investment, Borrowers' Excess
Availability plus Qualified Cash (as reported by Borrowers pursuant to Section
6.2(a) of the New Credit Agreement) exceeds (A) $35,000,000 plus (B) the amount
of such Investment, as of the date of such payment and as of the end of the
month for each of the preceding consecutive 12 fiscal months immediately
preceding such payment date, (ii) after giving effect to such Investment,
Borrowers' Excess Availability plus Qualified Cash, as reflected in the
Projections (as defined in the New Credit Agreement) most recently delivered to
Trustee pursuant to Section 4.03(c) hereof, is projected to exceed $35,000,000
as of the month end for each of the 12 fiscal months immediately succeeding the
date of such Investment for each of the 12 fiscal months, and (iii) no Event of
Default has occurred and is continuing or would result therefrom, (h) guarantees
by the Company of the obligations of its Subsidiaries that are Note Parties to
the extent such obligations are otherwise permitted hereunder and are consistent
with past practices, (i) payments by U-Haul and its Subsidiaries in the ordinary
course of business and consistent with past practices of certain ordinary course
operating expenses on behalf of any U-Haul Dealer pursuant to a Dealership
Contract, provided that the applicable U-Haul Dealer reimburses U-Haul and its
Subsidiaries for all such expenses in accordance with the provisions of the
Dealership Contract, (j) Hedge Agreements, as permitted hereunder, (k) other
Investments in an aggregate amount not to exceed $5,000,000 per year, and (l)
Investments pursuant to that certain promissory note dated February 12, 1997
from PMSR in favor of U-Haul in the original principal amount of $10,000,000,
with such Indebtedness of PMSR thereunder assumed by PMSI Investors, LLC on or
about November 30, 1999.

         "Permitted Liens" means (a) Liens held by the Trustee for the benefit
of the Holders, (b) Liens for unpaid taxes that (i) are not yet delinquent, or
(ii) are the subject of a Permitted Protest, (c) Liens set forth on Schedule P-1
to the New Credit Agreement, (d) (i) Liens on the Synthetic Lease Collateral
arising under the Synthetic Leases and the interests of lessors under operating
leases, and (ii) the interests of the lessor and indenture trustee under the
PMCC Leveraged Lease, (e) purchase money Liens or the interests of lessors in
leased assets under Capital Leases to the extent that such Liens or interests
secure Purchase Money Indebtedness permitted hereunder and so long as such Lien
attaches only to the asset purchased or acquired and the proceeds thereof, (f)
Liens arising by operation of law in favor of warehousemen, landlords, carriers,
mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course
of business and not in connection with the borrowing of money, and which Liens
either (i) are for sums not yet delinquent or (ii) are the subject of Permitted
Protests, (g) Liens arising from deposits made in connection with obtaining
worker's compensation or other unemployment insurance, (h) Liens or deposits to
secure performance of bids, tenders, or leases incurred in the ordinary course
of business and not in connection with the borrowing of money, (i) Liens granted
as security for surety or appeal bonds in connection with obtaining such bonds
in the ordinary course of business, (j) Liens with respect to the Real Property
Collateral that are exceptions to the commitments for title insurance issued in
connection with the Mortgages, as accepted by the Trustee, (k) with respect to
any Real Property, Permitted Easements, (l) Liens arising from judgments and
attachments in connection with court proceedings provided that the attachment or
enforcement of such Liens would not result in an Event of Default hereunder and
such Liens are subject to a Permitted Protest and no material Collateral is
subject to a material risk of loss or forfeiture and the claims in respect of
such Liens are fully covered by insurance (subject to ordinary and customary
deductibles) and a stay of execution pending appeal or proceeding for

                                       23

<PAGE>

review is in effect, (m) Liens granted to the New AMERCO Note Lenders pursuant
to the New AMERCO Note Documents on the property described in clauses (b), (c),
(e), (f) and (g) of the definition of "Excluded Assets" set forth in this
Section 1.01, (n) Liens granted to the Bank Lenders' Agent pursuant to the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement), (o) Liens on Real Property in favor of Oxford as of the Issue Date,
as set forth on Schedule E-1 to the New Credit Agreement, (p) subject to the
provisions of Section 2.7(e) of the New Credit Agreement, Liens on the cash
collateral accounts set forth on Schedule 2.7(e) of the New Credit Agreement,
and (q) Liens arising from the refinancing of the Obligations (as defined in the
New Credit Agreement), which do not result in the creation of additional first
priority Liens in excess of the first priority Liens in existence on the Issue
Date.

         "Permitted Protest" means the right of the Company or any of its
Subsidiaries, as applicable, to protest any Lien (other than any such Lien that
secures the Obligations), taxes (other than payroll taxes or taxes that are the
subject of a United States federal tax lien), or rental payment, provided that
(a) a reserve with respect to such obligation is established on such Person's
Books in such amount as is required under GAAP, (b) any such protest is
instituted promptly and prosecuted diligently by the Company or any of its
Subsidiaries, as applicable, in good faith, and (c) while any such protest is
pending, there will be no impairment of the enforceability, validity, or
priority of any of the Trustee's Liens.

         "Person" means any natural person, corporation, limited liability
company, limited partnership, general partnership, limited liability
partnership, joint venture, trust, land trust, business trust, or other
organization, irrespective of whether it is a legal entity, and any government
and agency or political subdivision thereof.

         "Personal Property Collateral" means all Collateral other than Real
Property.

         "PMCC Like Kind Exchange Lease" means that certain Master Equipment
Lease Agreement dated as of June 30, 2000, between Norwest Bank Minnesota,
National Association, as lessor, and U-Haul Leasing & Sales Co., as lessee, and
all ancillary agreements referenced therein, as all of the foregoing exist on
the Issue Date, and as amended to the extent permitted herein.

         "PMCC Leveraged Lease" means that certain Equipment Lease Agreement
(U-Haul Trust No. 96-1) dated as of June 28, 1996 between Fleet National Bank,
as lessor, and U-Haul Leasing & Sales Co., as lessee, and all ancillary
agreements referenced therein, as all of the foregoing exist on the Issue Date,
and as amended to the extent permitted herein.

         "PM Preferred" means PM Preferred Properties, L.P., a Texas limited
partnership.

         "PMSR" means Private Mini Storage Realty, L.P., a Texas limited
partnership.

         "PMSR Agreement" means that certain PMSR Agreement dated as of the
Effective Date among the Company, PMSR, JPMorgan Chase Bank, as agent, and the
Lenders party thereto.

         "PPSA" means the Personal Property Security Act, as in effect from time
to time in any applicable Canadian province or territory.

                                       24

<PAGE>

         "principal" means, with respect to the Notes, the principal of the
Notes.

         "Private Placement Legend" means the legend set forth in Section
2.06(g) to be placed on all Class B Notes issued under this Agreement except
where otherwise permitted by the provisions of this Agreement.

         "Purchase Money Indebtedness" means Indebtedness (other than the
Obligations, but including Capitalized Lease Obligations), incurred at the time
of, or within 20 days after, the acquisition of any fixed assets for the purpose
of financing all or any part of the acquisition cost thereof.

         "PWC Litigation" means that certain claim filed by the Company against
PricewaterhouseCoopers on or about June 5, 2003 in the Superior Court of
Arizona, Maricopa County, No. CV2003-011032, and all related disputes between
the Company and PricewaterhouseCoopers.

         "Qualified Cash" means, as of any date of determination, the amount of
unrestricted cash and Cash Equivalents of the Note Parties that is in Deposit
Accounts or in Securities Accounts, or any combination thereof, and after August
15, 2003, which such Deposit Account or Securities Account is the subject of a
Control Agreement and is maintained by a branch office of the bank or securities
intermediary located within the United States.

         "Quebec Security Documents" means, collectively, (a) the deed of
hypothec and issue of bonds by each Canadian Subsidiary in favor of the Fonde de
pouvoir creating a hypothec in the principal amount of Cdn$1,320,000,000 in all
the Canadian Subsidiaries' personal (movable) and real (immovable) property, (b)
the delivery order by each Canadian Subsidiary to the Fonde de pouvoir, (c) the
25% demand bond issued by each Canadian Subsidiary to the Trustee and certified
by the Fonde de pouvoir, and (d) the pledge agreement by each Canadian
Subsidiary pledging the 25% demand bond in favor of the Trustee in the form and
substance delivered to Bank Lenders' Agent, with such modifications as are
necessary to reflect Trustee's security interests, second in priority only to
the first priority security interests granted to Bank Lenders' Agent pursuant to
the New Credit Agreement and the other Loan Documents (as defined in the New
Credit Agreement).

         "Real Property" means any estates or interests in real property now
owned or hereafter acquired by any Note Party and the improvements thereto.

         "Real Property Collateral" means the parcel or parcels of Real Property
identified on Schedule R-1 to the New Credit Agreement and any Real Property
hereafter acquired by a Note Party on which the Trustee has, or any Note Party
is required (in accordance with this Agreement or any other Note Document) to
grant, a Lien.

         "Record" means information that is inscribed on a tangible medium or
which is stored in an electronic or other medium and is retrievable in
perceivable form.

         "Redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning.

                                       25

<PAGE>

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 1, 2004, by and among the Company, the Guarantors
and the purchasers of the Class B Notes, as such agreement may be amended,
modified or supplemented from time to time.

         "Refinance" means to refinance, repay, prepay, replace, renew or
refund.

         "Remedial Action" means all actions taken to (a) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate, or in any way address
Hazardous Materials in the indoor or outdoor environment, (b) prevent or
minimize a release or threatened release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment, (c) perform any pre-remedial studies,
investigations, or post-remedial operation and maintenance activities, or (d)
conduct any other actions authorized by 42 U.S.C. Section 9601.

         "Reorganization Plan" means that certain First Amended Joint Plan of
Reorganization dated November 26, 2003, filed under Chapter 11 of the United
States Bankruptcy Code by the Company and AREC, together with any amendments or
modifications thereto.

         "RepWest" means Republic Western Insurance Company, an Arizona
corporation, and its Subsidiaries, whether now existing or hereafter formed.

         "Required Holders" means at any time of determination:

         (a) if at such time Class B Notes are then outstanding, then (i) the
Holders of at least 75% of the aggregate principal amount of the then
outstanding Class B Notes, and (ii) Holders of a majority in aggregate principal
amount of the Class A Notes then outstanding; and

         (b) if at such time there are no Class B Notes outstanding, the Holders
of a majority in aggregate principal amount of the Notes then outstanding.

         "Required Lenders" has the meaning ascribed thereto in the New Credit
Agreement.

         "Reservation Management System" means the software system known as
"Microres," which is used in connection with customer reservations of U-Haul
products and services.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such Person's knowledge of
and familiarity with the particular subject.

         "Restated SAC Notes Escrow Account" means that certain segregated
Deposit Account or investment account maintained by the Company pursuant to
Section 11.05 of the New AMERCO Note Indenture.

                                       26

<PAGE>

         "SAC Holding" means, collectively, SAC Holding Corporation, a Nevada
corporation, SAC Holding II Corporation, a Nevada corporation, Montreal Holding
Corporation, a Nevada corporation, and each of their respective Subsidiaries,
whether now existing or hereafter formed.

         "SAC Holding Senior Bond" means the 8.5% senior notes due 2014 in
principal amount of $200,000,000 issued pursuant to the SAC Notes Indenture.

         "SAC Notes Indenture" means that certain Indenture with respect to the
issuance of the SAC Holding Senior Bond, dated as of March 15, 2004, among SAC
Holding Corporation, SAC Holding II Corporation and Law Debenture Trust Company
of New York.

         "SAC Participation and Subordination Agreement" means that certain
participation and subordination agreement dated as of March 15, 2004, by and
among SAC Holding, the Company, U-Haul, and Law Debenture Trust Company of New
York, as Trustee under the SAC Notes Indenture.

         "Sale Date" has the meaning set forth in Section 5.04.

         "SEC" means the United States Securities and Exchange Commission and
any successor thereto.

         "SEC Filings" means, with respect to any Person, all reports, documents
and other information filed by such Person pursuant to the Securities Act, and
the Securities Exchange Act of 1934, as amended, and all other rules and
regulations promulgated by the SEC, including such Person's filed Form 10-K and
subsequently filed quarterly reports on Form 10-Q and current reports on Form
8-K.

         "Securities Account" means a "securities account" as that term is
defined in the Code.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Registration Statement" means a Shelf Registration Statement as
defined in the Registration Rights Agreement.

         "SSI" means Self-Storage International Holding Corporation, a Nevada
corporation, and any Subsidiary thereof, whether now existing or hereafter
formed.

         "Statutory Lien Payments" means all contributions required to be made
by Company and its Subsidiaries pursuant to the Canada Pension Plan Act
(Canada), provincial pension plan contributions, workers compensation
assessments, and employment insurance premiums payable under Applicable Laws.

         "Stock" means all shares, options, warrants, interests, participations,
or other equivalents (regardless of how designated) of or in a Person, whether
voting or nonvoting, including common stock, preferred stock, or any other
"equity security" (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations promulgated by the SEC under the Exchange Act).

                                       27

<PAGE>

         "Stock Pledge Agreement" means, collectively, one or more stock pledge
agreements, in the form and substance similar to those delivered to Bank
Lenders' Agent under the New Credit Agreement (with such modifications as
necessary to reflect the fact that the Trustee's Liens in the Collateral subject
thereto are security interests, second in priority only to the first priority
security interests granted to Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit
Agreement)), executed and delivered in favor of the Trustee by each Note Party
that owns Stock of a Subsidiary of the Company; provided a Stock Pledge
Agreement shall not be required in connection with the Stock of the Insurance
Subsidiaries, the Dormant Subsidiaries, INW, or Storage Realty, L.L.C.

         "Subsidiary" of a Person means a corporation, partnership, limited
liability company, or other entity in which that Person directly or indirectly
owns or controls the shares of Stock having ordinary voting power to elect a
majority of the board of directors (or appoint other comparable managers) of
such corporation, partnership, limited liability company, or other entity;
provided, however, PMSR, PM Preferred, SAC Holding and SSI shall not be deemed
to be Subsidiaries of any Borrower herein.

         "Support Party Agreement" means, collectively, (a) that certain Support
Party Agreement dated as of February 28, 2003 by and among the Company and PM
Preferred in favor of GMAC Commercial Holding Corp., as administrative agent, as
amended by the First Amendment to Support Party Agreement dated as of June 13,
2003, and (b) that certain PMSR Agreement to be dated as of the Effective Date,
by and among the Company, PMSR, JP Morgan Chase Bank, as administrative agent,
and lenders signatory thereto, in each case as amended prior to the Issue Date
and after the Issue Date as permitted herein (provided, in each case, such
amendment does not increase the obligations of any Note Party thereunder).

         "Supporting Obligation" means any Person's now owned or hereafter
acquired right, title and interest with respect to any "supporting obligation"
as that term is defined in the Code.

         "Synthetic Lease Collateral" means (a) the Real Property and Real
Property interests leased under the Synthetic Leases and all structures,
buildings and other immovable improvements located on such Real Property (the
"Synthetic Lease Properties"); (b) all equipment, machinery, apparatus,
fittings, furniture, fixtures and other property of every kind and nature
whatsoever now or hereafter affixed to any portion of the Synthetic Lease
Properties or which is used for the storage of property of storage customers of
any Synthetic Leases under any Assigned Storage Agreements (defined below)
(excluding Vehicles), and which are now owned or hereafter acquired by any
lessor under any Synthetic Lease or in which any such lessor has or shall have
an interest, and all appurtenances and additions thereto and substitutions
therefor; (c) all storage rental agreements, leases and licenses with respect to
the Synthetic Lease Properties now or hereinafter entered into and all
amendments, supplements and modifications thereto (collectively, the "Assigned
Storage Agreements"); (d) all rents, maintenance fees, advance fees and
deposits, security deposits and prepaid amounts, income, receipts, issues,
profits and revenues arising from the Synthetic Lease Properties, (e) to the
extent arising from Assigned Storage Agreements or other rights to payment for
storage space at the Synthetic Lease Properties by storage customers, "general
intangibles" (including "payment intangibles") and "accounts" (as such terms are
defined in the Code), and other rights to payment for storage space at the
Synthetic Lease Properties by storage customers, (f) license and concession
fees, proceeds

                                       28

<PAGE>

and other benefits to which any Synthetic Lessee or any agent of a Synthetic
Lessee may now or hereafter be entitled with respect to the Assigned Storage
Agreements; (g) all books, records, writings, data bases, and information
relating to, used or useful in connection with, evidencing, embodying,
incorporating or referring to, any of the foregoing; (h) any award or
compensation or insurance payment or other proceeds to which any Synthetic
Lessee may become entitled by reason of its interest in the Synthetic Lease
Properties; and (i) all products, offspring, rents, issues, profits, returns,
income and Proceeds (as defined in the Code) of and from any and all of the
foregoing.

         "Synthetic Lease Properties" has the meaning set forth in the
definition of "Synthetic Lease Collateral".

         "Synthetic Leases" means, collectively, (i) the Amended and Restated
Master Lease dated as of March 15, 2004 between AREC, as lessee, and BMO Global
Capital Solutions, Inc., as lessor, and any other documents, agreements,
mortgages, deeds of trust and other instruments executed in connection
therewith, (ii) that certain Second Amended and Restated Master Lease and
Open-End Mortgage dated as of March 15, 2004 among U-Haul and AREC, as lessees,
the various Lessors, identified therein, as lessor, and BMO Global Capital
Solutions, Inc. as Agent Lessor for the Lessors, and any documents, agreements,
mortgages, deeds of trust, and other instruments executed in connection
therewith, and (iii) that certain Canadian U-Haul Master Lease dated as of April
5, 2001 between Computershare Trust Company of Canada, as successor to Montreal
Trust Company of Canada, and U-Haul (Canada), and any documents, agreements,
mortgages, deeds of trust, and other instruments executed in connection
therewith, each as may be subsequently amended, restated or refinanced to the
extent permitted hereunder.

         "Synthetic Lessee" means any of AREC, U-Haul and U-Haul (Canada) and
any of their respective successors in interest as lessees under the Synthetic
Leases that may succeed to such interests in accordance with this Agreement and
the applicable Synthetic Leases.

         "3.08(b) Account" means that certain segregated Deposit Account or
investment account maintained by the Company at The Bank of New York pursuant to
Section 3.08(b) of the New AMERCO Note Indenture.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TRAC Lease Transaction" means any operating or capital lease (as
determined in accordance with GAAP) entered into by any Note Party pursuant to a
"Terminal Rental Adjustment Clause" lease (including, without limitation, the
PMCC Like Kind Exchange Lease) whereby (a) (i) the ownership of a Vehicle that
is owned by such Note Party is transferred to a lessor within 130 days of the
acquisition of such Vehicle or (ii) the ownership of a Vehicle is transferred to
a lessor by someone other than a Note Party, and (b) the Vehicle so transferred
is leased back to the Note Party by such lessor.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Agreement and
thereafter means the successor serving hereunder.

                                       29

<PAGE>

         "Trustee's Liens" means the Liens granted by the Company and the
Guarantors to the Trustee, for the benefit of the Holders of the Notes, under
this Agreement, the Security Documents and the other Note Documents.

         "U-Haul" means U-Haul International, Inc., a Nevada corporation.

         "U-Haul (Canada)" means U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada)
Ltee, an Ontario corporation.

         "U-Haul Dealer" means any Person that leases Vehicles on behalf of
U-Haul in the ordinary course of business pursuant to a Dealership Contract, as
identified on the Dealer List.

         "USA Patriot Act" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or shall
hereafter be, renewed, extended, amended or replaced.

         "U.S. Government Obligations" means direct non-callable obligations of,
or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is
pledged.

         "Vehicle" or "Vehicles" means any vehicle (including any motor
vehicle), trailer or other asset of any Note Party represented by a certificate
of title.

         "WP Carey Transaction" means the transaction, in form and substance
reasonably satisfactory to Required Lenders, whereby UH Storage (DE) Limited
Partnership, a Delaware limited partnership, or other Affiliate of W.P. Carey &
Co., LLC, will acquire the Real Property that is subject to the Synthetic Leases
(excluding Real Property located in Canada) and such Synthetic Leases shall be
paid in full and terminated, all as more fully set forth on Schedule W-1 to the
New Credit Agreement.

         1.02 Other Definitions.

<TABLE>
<CAPTION>
                            Defined in
          Term               Section
          ----               -------
<S>                         <C>
"Additional Documents"        11.09
"Authentication Order"         2.02
"Covenant Defeasance"          8.03
"DTC"                          2.03
"Event of Default"             6.01
"Fonde de pouvoir"            11.16
"Guaranteed Obligations"      10.01
"Legal Defeasance"             8.02
"Paying Agent"                 2.03
"Registrar"                    2.03
"Sale Date"                    5.04
"Security Documents"          11.01
</TABLE>

                                       30

<PAGE>

         1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Agreement refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Agreement.

         The following TIA terms used in this Agreement have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Agreement;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Agreement that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

         Terms defined under the New Credit Agreement and referenced herein
shall have the meanings ascribed in the New Credit Agreement as of the date
hereof, notwithstanding any later modification or termination of the New Credit
Agreement, unless such modification is made in accordance with Article IX
hereof. Amendments to such definitions as used herein may only be made in
accordance with Article IX hereof.

         1.04 Accounting Terms; GAAP.

         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 that for purposes of determining compliance
with any covenant set forth in Article V, such terms 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 Borrowers' audited
financial statements referred to in Section 4.04. If any change in accounting
principles from those used in the preparation of the audited financial
statements referred to in Section 4.04 hereafter occasioned by the promulgation
of any rule, regulation, pronouncement or opinion by or required by the
Financial Accounting Standards Board (or successors thereto or agencies with
similar functions) would result in a change in the method of calculation of
financial covenants, standards or terms found in Article I or Article V, except
as provided in Section 9.07, the parties hereto agree to enter into negotiations
in order to amend such provisions so as to equitably reflect such changes with
the desired result that the criteria for evaluating the Company's financial
condition shall be the same after such change as if such change had not been
made; provided, however, the parties hereto agree to construe all terms of an
accounting or financial nature in accordance with GAAP as in effect prior to any
such change in accounting principles until the parties hereto have amended the
applicable provisions of this Agreement.

                                       31

<PAGE>

         1.05 Code.

         Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein.

         1.06 Construction.

         Unless the context of this Agreement or any other Note Document clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, the term "including" is not limiting, and the
term "or" has, except where otherwise indicated, the inclusive meaning
represented by the phrase "and/or." The words "hereof," "herein," "hereby,"
"hereunder," and similar terms in this Agreement or any other Note Document
refer to this Agreement or such other Note Document, as the case may be, as a
whole and not to any particular provision of this Agreement or such other Note
Document, as the case may be. Section, subsection, clause, schedule, and exhibit
references herein are to this Agreement unless otherwise specified. Any
reference in this Agreement or in the other Note Documents to any agreement,
instrument, or document shall include all alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any
reference herein to any Person shall be construed to include such Person's
successors and assigns. Any requirement of a writing contained herein or in the
other Note Documents shall be satisfied by the transmission of a Record and any
Record transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.

         1.07 Schedules and Exhibits.

         All of the schedules and exhibits attached to this Agreement, together
with any amendments, restatements, supplements, or other modifications to such
schedules and exhibits permitted hereunder shall be deemed incorporated herein
by reference.

                                   ARTICLE II

                                    THE NOTES

         2.01 Form and Dating.

         (a) General. The Class A Notes and Class B Notes and the related
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A and Exhibit B hereto, respectively. Each Note shall include the Note
Guarantee in the form of Exhibit C attached hereto, executed by each of the
Guarantors existing on the date of the issuance of such Note, the terms of which
are incorporated in and made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
(provided that any such notation, legend, or endorsement is in a form reasonably
acceptable to the Required Holders). Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1 and integral multiples
thereof. On the Issue Date, the purchasers of the Class B Notes shall be issued
Class B Definitive Notes.

                                       32

<PAGE>

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Agreement and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Agreement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Agreement, the provisions of this Agreement shall govern and be
controlling.

         (b) Global Notes. Class A Notes and Class B Notes issued in global form
shall be substantially in the form of Exhibit A and Exhibit B attached hereto,
respectively (including the Global Note Legend thereon and the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Class A Notes and
Class B Notes issued in definitive form shall be substantially in the form of
Exhibit A and Exhibit B attached hereto, respectively (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Depositary Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

         2.02 Execution and Authentication.

         An Officer shall sign the Notes for the Company by manual or facsimile
signature, and attested by another Officer by manual or facsimile signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Agreement. The form of Trustee's certificate of
authentication of the Notes shall be substantially as set forth in Exhibit A or
Exhibit B, as applicable, attached hereto.

         The Trustee shall authenticate Notes upon a written order of the
Company in the form of an Officer's Certificate of the Company (an
"Authentication Order"). Each such written order shall specify the amount of
Notes to be authenticated and the date on which the Notes are to be
authenticated, and whether the Notes are to be issued as certificated Notes or
Global Notes or such other information as the Trustee may reasonably request. In
addition, the first such written order from the Company shall be accompanied by
a reliance letter of counsel of the Company in a form reasonably satisfactory to
the Trustee.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Agreement to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or the
Company.

                                       33

<PAGE>

         2.03 Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent")
within the City and State of New York. The Registrar shall keep a written
register with the name and address of each Holder and the principal amount and
stated interest of each Holder's Note, and of the transfer and exchange of each
Note. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar with the prior written consent of the Required
Holders. The Company shall notify the Trustee in writing of the name and address
of any Agent not a party to this Agreement. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Depositary Custodian with respect to the Global
Notes.

         2.04 Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, fees or Additional Interest, if any, or interest on the
Notes, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

         2.05 Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

         2.06 Transfer and Exchange.

                                       34

<PAGE>

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Agreement and the Applicable Procedures. Beneficial interests in the Class B
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Class B Global Note may be transferred to
         Persons who take delivery thereof in the form of a beneficial interest
         in the same Class B Global Note in accordance with the transfer
         restrictions set forth in the Private Placement Legend. Beneficial
         interests in any Class A Global Note may be transferred to Persons who
         take delivery thereof in the form of a beneficial interest in a Class A
         Global Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in this
         Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance

                                       35

<PAGE>

         with the Applicable Procedures directing the Depositary to cause to be
         issued a Definitive Note in an amount equal to the beneficial interest
         to be transferred or exchanged and (2) instructions given by the
         Depositary to the Registrar containing information regarding the Person
         in whose name such Definitive Note shall be registered to effect the
         transfer or exchange referred to in (1) above. Upon consummation of an
         Exchange Offer by the Company in accordance with Section 2.06(f)
         hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to
         have been satisfied upon receipt by the Registrar of the instructions
         contained in the Letter of Transmittal delivered by the Holder of such
         beneficial interests in Class B Global Notes. Upon satisfaction of all
         of the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Agreement and the Notes or otherwise
         applicable under the Securities Act, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests in a Class B Global
         Note to Another Restricted Global Note. A beneficial interest in any
         Class B Global Note may be transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in another Class B Global
         Note if the transfer complies with the requirements of Section
         2.06(b)(ii) above and the Registrar receives from the holder of such
         beneficial interest a certificate if the Registrar so requests or if
         the Applicable Procedures so require, an opinion of counsel in form
         reasonably acceptable to the Registrar to the effect that such transfer
         is in compliance with the Securities Act.

                  (iv) Transfer and Exchange of Beneficial Interests in a Class
         B Global Note for Beneficial Interests in the Class A Global Note. A
         beneficial interest in any Class B Global Note may be exchanged by any
         holder thereof for a beneficial interest in a Class A Global Note or
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in a Class A Global Note if the exchange or
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and the holder of the beneficial interest to be transferred, in the
         case of an exchange, or the transferee, in the case of a transfer,
         certifies in the applicable Letter of Transmittal that it is not (1) a
         broker-dealer, (2) a Person participating in the distribution of the
         Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
         144) of the Company;

                           (2) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement; or

                           (3) the Registrar receives from the holder of such
         beneficial interest in a Class B Global Note; and if the Registrar so
         requests or if the Applicable Procedures so require, an opinion of
         counsel in form reasonably acceptable to the Registrar to the effect
         that such exchange or transfer is in compliance with the Securities Act
         and that the restrictions on transfer contained herein and in the Class
         B Global Note are no longer required in order to maintain compliance
         with the Securities Act.

                                       36

<PAGE>

         If any such transfer is effected pursuant to subparagraph (B) or (C)
above at a time when a Class A Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Class A Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (B) or (C) above.

         Beneficial interests in a Class A Global Note cannot be exchanged for,
or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Class B Global Note.

         (c) Transfer or Exchange of Beneficial Interest in Global Notes for
Definitive Notes.

                  (i) Beneficial Interests in Class B Global Notes to Class B
         Definitive Notes. If any holder of a beneficial interest in a Class B
         Global Note proposes to exchange such beneficial interest for a Class B
         Definitive Note or to transfer such beneficial interest to a Person who
         takes delivery thereof in the form of a Class B Definitive Note, then,
         upon receipt by the Registrar of documentation satisfactory to it,
         including without limitation, any legal opinions or certifications, the
         Trustee shall cause the aggregate principal amount of the applicable
         Global Note to be reduced accordingly pursuant to Section 2.06(h)
         hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Class B Global
         Note pursuant to this Section 2.06(c) shall be registered in such name
         or names and in such authorized denomination or denominations as the
         holder of such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest in a Class B Global
         Note pursuant to this Section 2.06(c)(i) shall bear the Private
         Placement Legend and shall be subject to all restrictions on transfer
         contained therein.

                  (ii) Beneficial Interests in Class B Global Notes to Class A
         Definitive Notes. A holder of a beneficial interest in a Class B Global
         Note may exchange such beneficial interest for a Class A Definitive
         Note or may transfer such beneficial interest to a Person who takes
         delivery thereof in the form of a Class A Definitive Note only if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and the holder of such beneficial interest, in the case of an exchange,
         or the transferee, in the case of a transfer, certifies in the
         applicable Letter of Transmittal that it is not (1) a broker-dealer,
         (2) a Person participating in the distribution of the Exchange Notes or
         (3) a Person who is an affiliate (as defined in Rule 144) of the
         Company;

                           (2) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement; or

                           (3) the Registrar receives, an opinion of counsel in
         form reasonably acceptable to the Registrar to the effect that such
         exchange or transfer is in compliance with the Securities Act and that
         the restrictions on transfer contained herein and in the

                                       37

<PAGE>

         Private Placement Legend are no longer required in order to maintain
         compliance with the Securities Act.

                  (iii) Beneficial Interests in Class A Global Notes to Class A
         Definitive Notes. If any holder of a beneficial interest in a Class A
         Global Note proposes to exchange such beneficial interest for a
         Definitive Note or to transfer such beneficial interest to a Person who
         takes delivery thereof in the form of a Definitive Note, then, upon
         satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof,
         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iii) shall be registered in such name or names and in
         such authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section
         2.06(c)(iii) shall not bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests
in Global Notes.

                  (i) Class B Definitive Notes to Beneficial Interests in Class
         B Global Notes. If any Holder of a Class B Definitive Note proposes to
         exchange such Note for a beneficial interest in a Class B Global Note
         or to transfer such Class B Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in a Class B
         Global Note, then, upon receipt by the Registrar of documentation
         satisfactory to it, including, without limitation, any legal opinions
         or certifications, the Trustee shall cancel the Class B Definitive
         Note, and increase or cause to be increased the aggregate principal
         amount of the Class B Global Note.

                  (ii) Class B Definitive Notes to Beneficial Interests in Class
         A Global Notes. A Holder of a Class B Definitive Note may exchange such
         Note for a beneficial interest in a Class A Global Note or transfer
         such Class B Definitive Note to a Person who takes delivery thereof in
         the form of a beneficial interest in a Class A Global Note only if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and the Holder, in the case of an exchange, or the transferee, in the
         case of a transfer, certifies in the applicable Letter of Transmittal
         that it is not (1) a broker-dealer, (2) a Person participating in the
         distribution of the Exchange Notes or (3) a Person who is an affiliate
         (as defined in Rule 144) of the Company;

                           (2) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement; or

                                       38

<PAGE>

                           (3) the Registrar receives or if the Registrar so
         requests or if the Applicable Procedures so require, an opinion of
         counsel in form reasonably acceptable to the Registrar to the effect
         that such exchange or transfer is in compliance with the Securities Act
         and that the restrictions on transfer contained herein and in the
         Private Placement Legend are no longer required in order to maintain
         compliance with the Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Class B Definitive Notes and
increase or cause to be increased the aggregate principal amount of the Class A
Global Note.

                  (iii) Class A Definitive Notes to Beneficial Interests in
         Class A Global Notes. A Holder of a Class A Definitive Note may
         exchange such Note for a beneficial interest in a Class A Global Note
         or transfer such Definitive Notes to a Person who takes delivery
         thereof in the form of a beneficial interest in a Class A Global Note
         at any time. Upon receipt of a request for such an exchange or
         transfer, the Trustee shall cancel the applicable Class A Definitive
         Note and increase or cause to be increased the aggregate principal
         amount of one of the Class A Global Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(A), (ii)(B) or (iii) above
at a time when a Global Note has not yet been issued, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i) Class B Definitive Notes to Class B Definitive Notes. Any
         Class B Definitive Note may be transferred to and registered in the
         name of Persons who take delivery thereof in the form of a Class B
         Definitive Note if the Registrar receives such legal opinions and
         certifications as it determines is reasonably necessary to ensure that
         such exchange or transfer is in compliance with the Securities Act.

                  (ii) Class B Definitive Notes to Class A Definitive Notes. Any
         Class B Definitive Note may be exchanged by the Holder thereof for a
         Class A Definitive Note or transferred to a Person or Persons who take
         delivery thereof in the form of a Class A Definitive Note if:

                           (1) such exchange or transfer is effected pursuant to
         the Exchange Offer in accordance with the Registration Rights Agreement
         and the Holder, in the case

                                       39

<PAGE>

         of an exchange, or the transferee, in the case of a transfer, certifies
         in the applicable Letter of Transmittal that it is not (1) a
         broker-dealer, (2) a Person participating in the distribution of the
         Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
         144) of the Company;

                           (2) any such transfer is effected pursuant to the
         Shelf Registration Statement in accordance with the Registration Rights
         Agreement; or

                           (3) the Registrar receives or if the Registrar so
         requests, an opinion of counsel in form reasonably acceptable to the
         Company to the effect that such exchange or transfer is in compliance
         with the Securities Act and that the restrictions on transfer contained
         herein and in the Private Placement Legend are no longer required in
         order to maintain compliance with the Securities Act.

                  (iii) Class A Definitive Notes to Class A Definitive Notes. A
         Holder of Class A Definitive Notes may transfer such Notes to a Person
         who takes delivery thereof in the form of a Class A Definitive Note.
         Upon receipt of a request to register such a transfer, the Registrar
         shall register the Class A Definitive Notes pursuant to the
         instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Class A Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Class B Global Notes tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they
are not participating in a distribution of the Exchange Notes and (z) they are
not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Class A Definitive Notes in an aggregate
principal amount equal to the principal amount of the Class B Definitive Notes
accepted for exchange in the Exchange Offer. Concurrently with the issuance of
such Notes, the Trustee shall cause the aggregate principal amount of the
applicable Class B Global Notes to be reduced accordingly, and the Company shall
execute and the Trustee shall authenticate and deliver to the Persons designated
by the Holders of Class B Definitive Notes so accepted Class A Definitive Notes
in the appropriate principal amount.

         (g) Legends.

                  (i) The following legend shall appear on the face of all
         Global Notes issued under this Agreement:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE

                                       40

<PAGE>

                  EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
                  OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
                  THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
                  INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
                  SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
                  COMPANY."

                  (ii) The following legend shall appear on all Class B Notes:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY
                  NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A
                  REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN
                  MET OR (II) EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
                  UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION
                  REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE
                  AVAILABLE."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 4.15 and 9.05
         hereof).

                                       41

<PAGE>

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Agreement, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding interest payment date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (viii) All certifications, certificates and opinions of
         counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  (ix) Each Holder agrees to indemnify the Company and the
         Trustee against any liability that may result from the transfer,
         exchange or assignment by such Holder of such Holder's Note in
         violation of any provision of this Agreement and/or applicable Unites
         States federal or state securities law.

                  (x) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Agreement or under applicable law with respect to
         any transfer of any interest in any Note (including any transfers
         between or among Depositary Participants or beneficial owners of
         interests in any Global Note) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by the terms
         of, this Agreement, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

                                       42

<PAGE>

         2.07 Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the requirements
of this Agreement are met. An indemnity bond must be supplied by the Holder that
is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Agreement equally and
proportionately with all other Notes duly issued hereunder.

         2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

         2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes as to which a Responsible Officer of the Trustee has actual knowledge
are so owned shall be so disregarded.

                                       43

<PAGE>

         The Company shall notify the Trustee and the Holders in writing
promptly upon the acquisition of any Notes by the Company or any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company.

         2.10 Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Agreement.

         2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

         2.12 Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

         2.13 CUSIP Numbers.

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on

                                       44

<PAGE>

the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

         2.14 Deposit of Moneys.

         Subject to Section 3.05, prior to 11:00 a.m. (New York, New York time)
on each date on which the principal of, premium, fees and Additional Interest,
if any, and interest on the Notes are due, the Company shall deposit with the
Trustee or Paying Agent in immediately available funds money sufficient to make
cash payments, if any, due on such date in a timely manner which permits the
Trustee or such Paying Agent to remit payment to the Holders on such date.

                                  ARTICLE III

                            REDEMPTION AND PREPAYMENT

         3.01 Notices to the Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officer's Certificate setting forth (i) the clause of this Agreement pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

         3.02 Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Further, in the event of a partial
redemption in accordance with Section 3.07 hereof, selection of the Notes or
portions thereof for redemption shall be made by the Trustee only on a pro rata
basis or on as nearly a pro rata basis as is practicable (subject to the
procedures of the DTC), unless such method is otherwise prohibited.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1. Except as provided in the preceding
sentence, provisions of this Agreement that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

                                       45

<PAGE>

         3.03 Notice of Redemption.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

         The notice shall identify the Notes (including the CUSIP number, if
any) to be redeemed and shall state:

         (a) the redemption date;

         (b) the redemption price;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

         (d) the name and address of the Paying Agent;

         (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

         (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

         (g) the paragraph of the Notes and/or Section of this Agreement
pursuant to which the Notes called for redemption are being redeemed; and

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall have delivered to the Trustee, at least 15 days prior to the date of the
mailing of such notice, an Officer's Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in this Section 3.03.

         3.04 Effect of Notice of Redemption.

         Once a notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price, including any premium plus accrued and
unpaid interest through the redemption date. A notice of redemption may not be
conditional.

                                       46

<PAGE>

         3.05 Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

         3.06 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

         3.07 Optional Redemption.

         (a) The Company shall not have the option to redeem the Notes pursuant
to this Section 3.07 prior to March 16, 2005. On or after March 16, 2005, the
Company shall have the option to redeem the Notes, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the 12-month period beginning on March 16 of the years
indicated below:

<TABLE>
<CAPTION>
Year                   Percentage
- ----                   ----------
<S>                    <C>
2005                       105.50%
2006                       104.50%
2007                       101.00%
2008 and thereafter        100.00%
</TABLE>

                                       47

<PAGE>

         (b) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.

         3.08 Mandatory Redemption.

         Neither the Company nor the Guarantors shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

                                   ARTICLE IV

                              AFFIRMATIVE COVENANTS

         Each Note Party covenants and agrees that, until payment in full and
satisfaction or discharge of all Obligations hereunder, it will, and it will
cause each of its Subsidiaries to, do all of the following.

         4.01 Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, fees and Additional Interest, if any, and interest on the Notes on the
dates and in the manner provided in this Agreement and in the Notes. Principal,
premium, fees, Additional Interest, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than any Note Party, or any
affiliate or subsidiary thereof, holds as of 12:00 noon Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, fees,
Additional Interest, if any, and interest then due and the Paying Agent has not
received instructions from any Note Party, any affiliate or subsidiary thereof,
not to make such payment or is not prohibited from paying such payments to the
Holders of the Notes pursuant to this Agreement and the Notes.

         Upon the occurrence and during the continuation of an Event of Default
and in any event from and after the maturity hereof, the principal amount of the
Notes and all other Obligations owing under the Note Documents (whether overdue
premium or installments or interest or otherwise) shall bear, and the Company
shall pay from time to time on demand, interest at a rate per annum that is two
percentage points (2.0%) in excess of the per annum rate otherwise applicable
hereunder and the other Note Documents.

         In addition to and not in substitution of the foregoing, Additional
Interest shall accrue, and the Company shall pay the same as and when due, in
accordance with the Indenture and the other Note Documents.

         4.02 Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Agreement may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to

                                       48

<PAGE>

maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

         4.03 Accounting System.

         The Company shall maintain, and shall cause each of the other Borrowers
and the Subsidiaries of each Borrower to maintain, a system of accounting that
enables such Persons to produce financial statements in accordance with GAAP and
maintain records pertaining to the Collateral that contain information as from
time to time may be required hereunder.

         4.04 Financial Statements, Reports, Certificates.

         The Company shall deliver to the Trustee:

                  (a) as soon as available, but in any event within 45 days
after the end of each month during each of the Company's fiscal years,

                           (i) a Company prepared Consolidated balance sheet,
                  income statement, and statement of cash flow covering the
                  Company's and its Subsidiaries' operations during such month
                  and the fiscal year to date, together with a comparison of
                  such financial statements to (A) Company's Projections (as
                  defined in the New Credit Agreement) delivered prior to the
                  Issue Date or pursuant to Section 4.04(c) and (B) the
                  Consolidated balance sheet, income statement, and statement of
                  cash flow covering Company's and its Subsidiaries' operations
                  for such corresponding period in the immediately preceding
                  fiscal year,

                           (ii) a company prepared schedule detailing Company's
                  Consolidated EBITDA as of the end of each month for the
                  13-month period then ended,

                           (iii) a certificate signed by a chief financial
                  officer or a principal accounting officer of the Company to
                  the effect that:

                                    (A) the financial statements and other
                           financial information delivered hereunder have been
                           prepared in accordance with GAAP (except for the lack
                           of footnotes and being subject to year-end audit
                           adjustments)

                                       49

<PAGE>

                           and fairly present in all material respects the
                           financial condition of the Company and its
                           Subsidiaries,

                                    (B) the representations and warranties of
                           Borrowers contained in the New Credit Agreement and
                           the other Loan Documents (as defined in the New
                           Credit Agreement) are true and correct in all
                           material respects on and as of the date of such
                           certificate, as though made on and as of such date
                           (except to the extent that such representations and
                           warranties relate solely to an earlier date), and

                                    (C) there does not exist any condition or
                           event that constitutes a Default or Event of Default
                           (or, to the extent of any non-compliance, describing
                           such non-compliance as to which he or she may have
                           knowledge and what action the Note Parties have
                           taken, are taking, or propose to take with respect
                           thereto); and

                           (iv) for each month that is the date on which a
                  financial covenant in Section 5.19 is to be tested, a
                  Compliance Certificate (as defined in the New Credit
                  Agreement) demonstrating, in reasonable detail, compliance at
                  the end of such period with the applicable financial covenants
                  contained in Section 5.19, together with a reconciliation of
                  the company prepared Consolidated balance sheet, income
                  statement, and statement of cash flow for Company and its
                  Subsidiaries for the 3-month period then ended to the audited
                  financial statements contained in the 4 most recent Form 10-Q
                  quarterly reports and the most recent Form 10-K annual report
                  filed by Company and its Subsidiaries,

                  (b) as soon as available, but in any event within 120 days
after the end of each of Company's fiscal years,

                           (i) Consolidated financial statements of the Company
                  and its Subsidiaries for each such fiscal year, audited by
                  nationally recognized independent certified public accountants
                  and certified, without any qualifications, by such accountants
                  to have been prepared in accordance with GAAP (such audited
                  financial statements to include a balance sheet, income
                  statement, and statement of cash flow and, if prepared, such
                  accountants' letter to management), and

                           (ii) a certificate of such accountants addressed to
                  the Trustee stating that such accountants do not have
                  knowledge of the existence of any Default or Event of Default
                  under Section 6.01,

                  (c) as soon as available, but in any event within 30 days
prior to the start of each of Company's fiscal years, copies of Company's
Projections (as defined in the New Credit Agreement), for the forthcoming 3
years, year by year, and for the forthcoming fiscal year, month by month,
certified by the chief financial officer of Company (i) as being such officer's
good faith best estimate of the financial performance of Company and its
Subsidiaries on a

                                       50

<PAGE>

Consolidated basis during the period covered thereby and (ii) as being in form
and substance (including as to scope and underlying assumptions) as delivered to
the Bank Lenders' Agent,

                  (d) if, when and to the extent filed by any Note Party with
the SEC or any other Governmental Authority,

                           (i) Form 10-Q quarterly reports, Form 10-K annual
                  reports, and Form 8-K current reports,

                           (ii) any other filings made by any Note Party with
                  the SEC,

                           (iii) copies of Borrowers' federal income tax
                  returns, and any amendments thereto, filed with the IRS, and

                           (iv) any other information that is provided by the
                  Company to its shareholders generally,

                  (e) if and when filed by any Note Party and if requested by
Trustee, reasonably satisfactory evidence of payment of applicable excise and
property taxes in each jurisdictions in which (i) any Note Party conducts
business, owns real property or is required to pay any such excise or real
property tax, (ii) where any Note Party's failure to pay any such applicable
excise or property tax would result in a Lien on the properties or assets of any
Note Party, or (iii) where any Note Party's failure to pay any such applicable
excise tax reasonably could be expected to result in a Material Adverse Change,

                  (f) promptly after the commencement thereof, notice of all
actions, suits or proceedings brought by or against any Note Party before any
Governmental Authority that, if determined adversely to such Note Party, could
reasonably be expected to result in a Material Adverse Change,

                  (g) as soon as a Borrower has knowledge of any event or
condition that constitutes a Default or an Event of Default, notice thereof and
a statement of the curative action that Borrowers propose to take with respect
thereto,

                  (h) as soon as a Borrower has actual knowledge of any event or
condition that constitutes a default or an event of default under the New AMERCO
Note Documents, the New Credit Agreement or the other Loan Documents (as defined
in the New Credit Agreement), or any Funded Debt (including, without limitation,
any TRAC Lease Transaction, the PMCC Like Kind Exchange Lease or the PMCC
Leveraged Lease) or any notice, call, default of event of default under any
Support Party Agreement, notice thereof and a statement of the curative action
that Borrowers or Guarantors, as applicable, propose to take with respect
thereto,

                  (i) such information as may, from time to time, be necessary
to comply with any applicable provision of TIA Section 314(a), and

                  (j) such information provided to the Bank Lenders' Agent
relating to the Collateral pursuant to Section 6.2 of the New Credit Agreement.

                                       51

<PAGE>

         To satisfy the delivery requirements, the Company and the Guarantors,
if applicable, may file or post electronically such information required to be
delivered to the Trustee and the Holders of the Notes, if applicable, pursuant
to this Section 4.04 and Section 4.05 in a manner and method mutually acceptable
to the Company and the Trustee and that provides for the access to such
information by the Trustee, and upon request of any Holder in accordance with
Section 7.06, the access to such information by such Holder.

         Delivery of all reports, information and documents to the Trustee under
this Agreement is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable therefrom, including compliance with any of the
Company's covenants hereunder.

         The Trustee shall not disclose any material, non-public information
(all information received pursuant to this Section 4.04 or pursuant to other
provisions of this Agreement and identified as such in writing by the Company on
the face thereof, except for information received pursuant to Section 4.04(d)
and Section 4.04(i)) received from any Note Party to a Holder of the Notes
unless such Holder enters into a standstill and confidentiality agreement in a
form and substance satisfactory to the Company and the Trustee, and which shall
provide that the recipients of such information shall indemnify the Trustee
against any misuse or improper disclosure of such information.

         In addition to the financial statements referred to above, Borrowers
agree to deliver financial statements prepared on both a consolidated and
consolidating basis (in accordance with GAAP) and a Consolidated basis (as
defined herein) and that, except for the Insurance Subsidiaries, no Borrower, or
any Subsidiary of a Borrower, will have a fiscal year different from that of the
Company. Borrowers agree to cooperate with the Bank Lenders' Agent to allow Bank
Lenders' Agent to consult with their certified public accountants if Bank
Lenders' Agent reasonably requests the right to do so and that, in such
connection, their independent certified public accountants are authorized to
communicate with Bank Lenders' Agent and to release to Bank Lenders' Agent
whatever financial information concerning Borrowers or their Subsidiaries that
Bank Lenders' Agent reasonably may request and shall deliver copies of such
information to the Trustee. Each Borrower waives the right to assert a
confidential relationship, if any, it may have with any accounting firm or
service bureau in connection with any information requested by Bank Lenders'
Agent pursuant to or in accordance with this Agreement, and agree that Bank
Lenders' Agent may contact directly any such accounting firm or service bureau
in order to obtain such information; provided, however, so long as no Event of
Default has occurred and is continuing, Bank Lenders' Agent shall give Borrowers
a copy of any written request for information from Bank Lenders' Agent to such
accounting firm or bureau services and Borrowers shall have an opportunity to
attend any meeting between Bank Lenders' Agent and such accounting firm or
bureau services with respect to such information requests.

         4.05 Guarantor Reports.

         The Company shall cause each Guarantor to deliver its annual financial
statements at the time when the Company provides its audited financial
statements to the Trustee, but only to the extent such Guarantor's financial
statements are not consolidated with the Company's annual

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<PAGE>

financial statements and copies of all federal income tax returns as soon as the
same are available and in any event no later than 30 days after the same are
required to be filed by law.

         4.06 Maintenance of Properties.

         The Company shall, and the Company shall cause each of the other
Borrowers and the Subsidiaries of each Borrower to, maintain and preserve all of
its properties which are necessary or useful in the proper conduct of its
business in good working order and condition, ordinary wear and tear excepted,
and comply at all times with the provisions of all leases to which it is a party
as lessee, so as to prevent any loss or forfeiture thereof or thereunder.

         4.07 Taxes.

         The Borrowers shall, and shall cause each of its Subsidiaries to, pay
in full all assessments and taxes, whether real, personal, or otherwise, due or
payable by, or imposed, levied, or assessed against any Borrower, any Subsidiary
of a Borrower or any of their assets to be paid in full, not less than 30 days
before the earlier of (a) delinquency, or (b) the imposition of any additional
amounts, fines or penalties or (c) before the expiration of any extension
period, except to the extent that the validity of such assessment or tax shall
be the subject of a Permitted Protest. The Company shall, and shall cause each
of the other Borrowers and the Subsidiaries of each Borrower to, make timely
payment or deposit of all tax payments and withholding taxes required of it by
any Borrower or its Subsidiaries under Applicable Laws, including the Canadian
Income Tax Act, Statutory Lien Payments, those laws concerning F.I.C.A.,
F.U.T.A., state or provincial disability, and local, state, provincial and
federal income taxes, and will, upon request, furnish the Trustee with proof
reasonably satisfactory to the Trustee indicating that the applicable Borrower
or its Subsidiary has made such payments or deposits. Upon the request of the
Trustee, Borrowers shall deliver reasonably satisfactory evidence of payment of
applicable excise taxes in each jurisdiction in which any Borrower or its
Subsidiary is required to pay any such excise tax.

         4.08 Insurance.

         (a) The Company shall, and shall cause each of the other Borrowers and
the Subsidiaries of each Borrower to, at their expense, maintain insurance
respecting their respective assets wherever located, covering loss or damage by
fire, theft, explosion, flood (with respect to any property or assets located in
a flood zone), earthquake (in the event the probable maximum loss with respect
to such property or assets is equal to or greater than 20), and all other
hazards and risks as ordinarily are insured against by other Persons engaged in
the same or similar businesses. The Company also shall (and shall cause the
other Borrowers and the Subsidiaries of each Borrower to) maintain business
interruption, public liability, and product liability insurance, as well as
insurance against larceny, embezzlement, and criminal misappropriation. All such
policies of insurance shall be in such amounts as are reasonably satisfactory to
Bank Lenders' Agent and the Trustee. Borrowers shall deliver copies of all such
policies to Bank Lenders' Agent and the Trustee with a satisfactory lender's
loss payable endorsement naming Bank Lenders' Agent and the Trustee as loss
payees or additional insured, as appropriate and as their interests may appear.
Each policy of insurance or endorsement shall contain a clause requiring the
insurer to give not

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<PAGE>

less than 30 days prior written notice to Bank Lenders' Agent and the Trustee in
the event of cancellation of the policy for any reason whatsoever.

         (b) The Company shall give Bank Lenders' Agent and the Trustee prompt
notice of any loss in excess of $100,000 for Vehicles or other personal property
covered by such insurance and any loss in excess of $500,000 for Real Property
covered by insurance. Other than with respect to Real Property subject to the
Synthetic Leases, Bank Lenders' Agent shall have the exclusive right to adjust
any losses payable under any such insurance policies in excess of $500,000 (or
in any amount during the existence of an Event of Default), without any
liability to Borrowers whatsoever in respect of such adjustments. Adjustments of
any losses with respect to Borrowers' Real Property subject to the Synthetic
Leases shall be subject to the terms thereof. Any monies received as payment for
any loss under any insurance policy mentioned above (other than liability
insurance policies) or as payment of any award or compensation for condemnation
or taking by eminent domain (other than any such award or compensation payable
with respect to Real Property subject to the Synthetic Leases), shall be paid
over to Bank Lenders' Agent and shall be applied at the option of the Required
Lenders either to the prepayment of the Obligations (as defined in the New
Credit Agreement) or shall be disbursed to the Company under staged payment
terms reasonably satisfactory to the Required Lenders for application to the
cost of repairs, replacements, or restorations. Application of any such award or
compensation payable with respect to Real Property subject to the Synthetic
Leases shall be subject to the terms thereof. Any such repairs, replacements, or
restorations shall be effected with reasonable promptness and shall be of a
value at least equal to the value of the items or property destroyed prior to
such damage or destruction.

         (c) The Note Parties shall not take out separate insurance concurrent
in form or contributing in the event of loss with that required to be maintained
under this Section 4.08, unless Bank Lenders' Agent and the Trustee are included
thereon as named insureds with the loss payable to Bank Lenders' Agent and the
Trustee under a lender's loss payable endorsement or its equivalent. The Company
immediately shall notify Bank Lenders' Agent and the Trustee whenever such
separate insurance is taken out, specifying the insurer thereunder and full
particulars as to the policies evidencing the same, and copies of such policies
promptly shall be provided to Bank Lenders' Agent and the Trustee.

         (d) The Note Parties shall maintain their insurance program with
respect to the Vehicles as in effect on the Issue Date with RepWest or, upon the
consent of Bank Lenders' Agent, which consent shall not be unreasonably
withheld, with such other insurer as may be agreed upon by Borrowers and Bank
Lenders' Agent so long as the terms of such replacement self-insurance program
are reasonably similar to the insurance program with RepWest as of the Issue
Date.

         4.09 Location of Equipment.

         The Note Parties shall store the Equipment of Note Parties only at the
Real Property and the locations of the U-Haul Dealers named on the Dealer List,
excluding (a) Vehicles in-transit from one U-Haul Dealer location to another
U-Haul Dealer location, (b) Vehicles that have been leased in the ordinary
course of the Borrowers' and Guarantors' businesses and consistent with their
past practices anywhere in the United States and Canada, and (c) Vehicles
located at new U-Haul Dealers added subsequent to the most recently provided
Dealer List. The Company

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<PAGE>

shall, or shall cause the other Borrowers and the Guarantors to, update the
Reservation Management System on a regular basis consistent with their past
practices.

         4.10 Compliance with Laws.

         The Company shall, and shall cause each of the other Borrowers and the
Subsidiaries of each Borrower to, comply with the requirements of all Applicable
Laws, rules, regulations, and orders of any Governmental Authority, including
the Fair Labor Standards Act and the Americans With Disabilities Act, other than
laws, rules, regulations, and orders the non-compliance with which, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

         4.11 Leases.

         (a) The Company shall pay when due, or shall cause the other Borrowers
or the Guarantors to pay when due, all rents and other amounts payable under any
leases to which any Borrower or any Guarantor is a party or by which the
Borrowers' or Guarantor's properties and assets are bound, unless such payments
are the subject of a Permitted Protest.

         (b) Promptly exercise each one year renewal or extension option
available under each Synthetic Lease within the time period specified therein.

         4.12 Existence.

         Except as provided by Section 5.03, the Company shall, and shall cause
each of the other Borrowers and Guarantors to, at all times preserve and keep in
full force and effect each Borrower's and each Guarantor's valid existence and
good standing and any rights, licenses, permits and franchises material to the
Borrower's and Guarantors' businesses.

         4.13 Environmental.

         The Note Parties shall (a) keep any property either owned or operated
by any Note Party free of any Environmental Liens or post bonds or other
financial assurances sufficient to satisfy the obligations or liability
evidenced by such Environmental Liens, (b) comply, in all material respects,
with Environmental Laws and provide to the Trustee documentation of such
compliance which the Trustee reasonably requests, (c) promptly notify the
Trustee of any known release of a Hazardous Material of any reportable quantity
from or onto property owned or operated by any Note Party and take any Remedial
Actions required to abate said release or otherwise to come into compliance with
applicable Environmental Law, and (d) promptly, but in any event within 5 days
of its receipt thereof, provide the Trustee with written notice of the receipt
of any of the following: (i) notice that an Environmental Lien has been filed
against any of the real or personal property of any Note Party, (ii)
commencement of any Environmental Action or notice that an Environmental Action
will be filed against any Note Party, and (iii) notice of a violation, citation,
or other administrative order under any Environmental Law which reasonably could
be expected to result in a Material Adverse Change.

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<PAGE>

         4.14 Real Estate.

         If at any time after the Issue Date, the Company or any Guarantor
acquires any fee interest in Real Property with a fair market valuation in
excess of $250,000, the Company shall, or shall cause such Guarantor to,
promptly execute, deliver and record, a Mortgage (second only to the first
priority security interests granted to Bank Lenders' Agent pursuant to the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement)) in favor of the Trustee covering such Real Property interest, in
form and substance reasonably satisfactory to the Trustee, and provide: (a) the
Trustee with a Mortgage Policy insuring the Lien (second in priority only to the
first priority security interests granted to Bank Lenders' Agent pursuant to the
New Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement)) of said Mortgage in such Real Property encumbered thereby, in an
amount reasonably acceptable to the Trustee and subject only to Permitted Liens
and to such other exceptions as are reasonably satisfactory to the Trustee, (b)
a satisfactory legal description of such property, (c) an opinion from special
counsel to such Person (in form and substance reasonably acceptable to Trustee)
stating that, in the opinion of such counsel, all action has been taken with
respect to the recording, registering, filing and perfection of the Mortgage
necessary to make effective the Lien (second in priority only to the first
priority security interests granted to Bank Lenders' Agent pursuant to the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement)) intended to be created by the Mortgage, (d) to the extent necessary
under Applicable Laws, provide Uniform Commercial Code financing statements
covering fixtures, in each case appropriately completed and duly executed, for
filing in the appropriate county land office and (e) evidence that such Person
shall have paid to the applicable title insurance company all expenses of such
title insurance company in connection with the issuance of such reports and in
addition shall have paid to such title insurance company an amount equal to the
recording and stamp taxes (including mortgage recording taxes), if any, payable
in connection with recording such Mortgages in the appropriate county land
offices. In addition, such Person shall deliver to the Trustee copies of all
environmental reports and other documents delivered to Bank Lenders' Agent with
respect to such Real Property.

         4.15 Reorganization Plan.

         The Note Parties shall and shall cause each of their Subsidiaries to
comply in all material respects with the provisions of the Reorganization Plan
applicable to them.

         4.16 Vehicles.

         (a) The Company shall, or shall cause the other Borrowers and the
Subsidiaries of each Borrower to, (i) deposit all Certificates of Title into a
segregated, secured location at the Company's chief executive office located at
2727 North Central, Phoenix, Arizona, the access to which shall be limited to
the Bank Lenders' Agent, its representatives and agents, the Trustee, and its
representatives and agents, Roberta Holmes and Joan Gibson and such Certificates
of Title and such Persons shall be covered by a fidelity insurance policy naming
the Bank Lenders' Agent and the Trustee as loss payees or a bond endorsed to the
Bank Lenders' Agent and the Trustee, in either case in form and substance
reasonably satisfactory to the Bank Lenders' Agent (which shall include coverage
of at least $5,000,000), and (ii) timely pay all fees required by the

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<PAGE>

States of Alaska, Arizona and Hawaii, as applicable, with respect to such
Vehicle registrations and the issuances of the corresponding Certificates of
Title.

         (b) After the Issue Date, the Company shall, and shall cause the other
Borrowers, the Subsidiaries of each Borrower and the Guarantors to, (i) follow
the procedures set forth in Section 5.25(a), Section 5.25(b) and Section 5.25(c)
of the New Credit Agreement, as applicable, and Section 4.16(a) hereof with
respect to any Vehicle (excluding any trailer) acquired by any Borrower or a
Guarantor after the Issue Date that is not intended to be transferred into a
TRAC Lease Transaction within 130 days of the acquisition of such Vehicle, and
(ii) pursuant to the laws of the States of Alaska, Arizona and Hawaii, as
applicable, timely renew all registrations and Certificates of Title held by the
Borrowers with respect to the Vehicles.

         (c) The Note Parties hereby acknowledge and agree that (i) they shall
hold and maintain all Certificates of Title on behalf of, and as an
attorney-in-fact and agent for, the Bank Lenders' Agent and the Trustee, (ii)
the Bank Lenders' Agent's and the Trustee's security interest in, Liens on, and
all rights and remedies with respect to the Vehicles and the Certificates of
Title shall remain valid and enforceable at all times, and (iii) during the
existence of an Event of Default, and the Bank Lenders' Agent is not satisfied
with the results of any inspection under Section 4.6(b) of the New Credit
Agreement or if the Trustee is not satisfied with the results of any inspection
under Section 11.17(b), the Company shall, or shall cause the other Borrowers
and the Guarantors to, promptly comply with any request or direction by Bank
Lenders' Agent or the Trustee to deliver the Certificates of Title to Bank
Lenders' Agent or such other Person or location as Bank Lenders' Agent or the
Trustee may direct in its Permitted Discretion. In the event such directions of
Bank Lenders' Agent and the Trustee conflict, then the failure of the Note
Parties to comply with the directions of the Trustee shall not constitute a
Default or an Event of Default hereunder provided that such Note Parties comply
with the directions of Bank Lenders' Agent.

         Execution of this Agreement shall be evidence of the Company's and each
Guarantor's consent for the Lien of the Bank Lenders' Agent and the Trustee on
the Vehicles indicated on the Certificates of Title.

         4.17 Cash Management and Asset Preservation Agreements.

         The Company shall, and shall cause the other Borrowers and the
Guarantors, to comply with Section 2.7 of the New Credit Agreement and any other
asset preservation and management covenants thereof and any Cash Management
Agreements (as defined in the New Credit Agreement) entered into pursuant to
such provisions, and if the New Credit Agreement is ever terminated,
extinguished or otherwise not in force, then Section 2.7 and all other asset
preservation and management covenants thereof shall be incorporated herein with
the term "Agent" replaced with the term "Trustee" mutatis mutandis; provided
that the incorporation of such Section 2.7 and any other asset preservation and
management covenants thereof in this Agreement shall not adversely affect the
rights, duties, liabilities or immunities of the Trustee or require the Trustee
to exercise greater discretionary judgment hereunder without the Trustee's prior
written consent. Notwithstanding any other provision to the contrary, the New
AMERCO Note Accounts shall not be deemed to be Cash Management Accounts (as
defined in the New

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<PAGE>

Credit Agreement). In no event shall any Note Party deposit the proceeds of any
Collateral into any New AMERCO Note Account.

         4.18 Credit Card Agreements.

         The Company shall, and shall cause the other Borrowers and Guarantors,
to comply with the Credit Card Agreements (as defined in the New Credit
Agreement), and if the New Credit Agreement is ever terminated, extinguished or
otherwise not in force, then the Company shall, and shall cause the other
Borrowers and Guarantors, to use their best efforts to effect new credit card
agreements between the Trustee and the credit card processors of Borrowers and
Guarantors in substantially similar form and substance as the Credit Card
Agreements required under the New Credit Agreement.

         4.19 Disclosure Updates.

         Promptly and in no event later than 5 Business Days after obtaining
knowledge thereof, notify the Trustee if any written information, exhibit, or
report furnished to the Trustee or any Holder hereunder contained any untrue
statement of a material fact or omitted to state any material fact necessary to
make the statements contained therein not misleading in light of the
circumstances in which made. The foregoing notwithstanding, any notification
pursuant to the foregoing provision will not cure or remedy the effect of the
prior untrue statement of a material fact or omission of any fact nor shall any
such notification have the effect of amending or modifying this Agreement.

         4.20 Material Contracts; Affiliate Contracts.

         In the event any Borrower or Guarantor shall enter into any Material
Contract or, subject to Section 5.14, any new Affiliate Contract, after the
Issue Date, deliver to the Trustee, within 30 days of entering into such
Material Contract or Affiliate Contract, an updated Schedule M-1 or Schedule A-1
to the New Credit Agreement, as applicable, reflecting the addition of such
Material Contract or Affiliate Contract, together with a copy of such executed
Material Contract or Affiliate Contract. Each Borrower and Guarantor shall also
provide the Trustee with an executed copy of any contract with any of SAC
Holding, SSI, PMSR or PM Preferred executed after the Issue Date.

         4.21 Employee Benefits.

         (a) (i) Promptly, and in any event within 10 Business Days after any
Borrower or any Subsidiary of a Borrower knows or should know that an ERISA
Event (as defined in the New Credit Agreement) has occurred that reasonably
could be expected to result in a Material Adverse Change, deliver to the Trustee
a written statement of the chief financial officer of the Company describing
such ERISA Event (as defined in the New Credit Agreement) and any action that is
being taking with respect thereto by any such Borrower, any such Subsidiary or
ERISA Affiliate, and any action taken or threatened by the IRS, Department of
Labor, or PBGC, and such Borrower or such Subsidiary, as applicable, shall be
deemed to know all facts known by the administrator of any Benefit Plan of which
it is the plan sponsor, (ii) promptly, and in any event within 3 Business Days
after the filing thereof with the IRS, deliver to the Trustee a copy of each
funding waiver request filed with respect to any Benefit Plan and all
communications

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<PAGE>

received by any Borrower, any Subsidiary of a Borrower or, to the knowledge of
such Borrower, any ERISA Affiliate with respect to such request, and (iii)
promptly, and in any event within 3 Business Days after receipt by any Borrower,
deliver to the Trustee any Subsidiary of a Borrower or, to the knowledge of any
Borrower, any Subsidiary, any ERISA Affiliate, of the PBGC's intention to
terminate a Benefit Plan or to have a trustee appointed to administer a Benefit
Plan, copies of each such notice.

         (b) Cause to be delivered to the Trustee, upon the Trustee's request,
each of the following: (i) a copy of each Benefit Plan (or, where any such plan
is not in writing, complete description thereof) (and if applicable, related
trust agreements or other funding instruments) and all amendments thereto, all
written interpretations thereof and written descriptions thereof that have been
distributed to employees or former employees of any Borrower or its
Subsidiaries; (ii) the most recent determination letter issued by the IRS with
respect to each Benefit Plan; (iii) for the 3 most recent plan years, annual
reports on Form 5500 Series required to be filed with any governmental agency
for each Benefit Plan; (iv) all actuarial reports prepared for the last 3 plan
years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the
aggregate amount of the most recent annual contributions required to be made by
any Borrower, any Subsidiary of a Borrower, or any ERISA Affiliate to each such
plan and copies of the collective bargaining agreements requiring such
contributions; (vi) any information that has been provided to any Borrower, any
Subsidiary of a Borrower or any ERISA Affiliate regarding withdrawal liability
under any Multiemployer Plan; and (vii) the aggregate amount of the most recent
annual payments made to former employees of any Borrower or its Subsidiaries
under any Retiree Health Plan (as defined in the New Credit Agreement).

                                   ARTICLE V

                               NEGATIVE COVENANTS

         Each Note Party covenants and agrees that, until payment in full and
satisfaction or discharge of all Obligations hereunder, it will not, and will
not permit any of its Subsidiaries (except the Insurance Subsidiaries) to, do
any of the following:

         5.01 Indebtedness, Etc.

         Create, incur, assume, suffer to exist, guarantee, or otherwise become
or remain, directly or indirectly, liable with respect to any Indebtedness,
except:

         (a) Indebtedness evidenced by this Agreement, the Notes, the Note
Guarantees and the Guaranty Agreement;

         (b) Indebtedness of the Company and any other Note Party incurred under
the New Credit Agreement and all other obligations in respect thereof in an
aggregate amount at any time outstanding not to exceed $575,000,000, less
mandatory permanent prepayments and permanent reductions plus: (i) advances made
pursuant to the New Credit Agreement to pay expenses of the lenders thereunder
(including expenses accruing after the commencement of any Insolvency or
Liquidation Proceeding (as defined in the New Credit Agreement), whether or not
a claim for post-filing or post-petition expenses is allowed in such
proceeding), (ii) advances made to protect

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<PAGE>

or preserve the "Collateral" under the New Credit Agreement and the other Loan
Documents (as defined in the New Credit Agreement), (iii) advances made to pay
interest (including interest accruing under Section 2.6(c) of the New Credit
Agreement (or a comparable section, as applicable) and interest accruing after
the commencement of any Insolvency or Liquidation Proceeding (as defined in the
New Credit Agreement), whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) and (iv) advances made pursuant to the
New Credit Agreement to pay fees under the New Credit Agreement (including fees
accruing after the commencement of any Insolvency or Liquidation Proceeding (as
defined in the New Credit Agreement), whether or not a claim for post-filing or
post-petition fees are allowed in such proceeding);

         (c) Indebtedness in existence as of the Issue Date and obligations to
make payments required under the Reorganization Plan;

         (d) (i) Purchase Money Indebtedness and Capitalized Lease Obligations
(other than Capital Leases of the type set forth in clause (ii) of this Section
5.01(d)) incurred after the Issue Date in an aggregate amount not to exceed
$30,000,000; and (ii) Capital Leases, to the extent such Capital Leases arise
out of the treatment of any of the Synthetic Leases (including any refinancings,
in whole or in part, thereof) as Capital Leases in accordance with the
requirements of GAAP;

         (e) Indebtedness under the New AMERCO Notes to the extent outstanding
on the Issue Date;

         (f) guarantees permitted under Section 5.06;

         (g) Indebtedness comprising Permitted Investments;

         (h) Indebtedness with respect to letters of credit issued by a party
other than the Issuing Lender (as defined in the New Credit Agreement) and
secured by cash collateral in an aggregate amount not to exceed $3,000,000 at
any time; and

         (i) refinancings, renewals, or extensions of Indebtedness permitted
under clauses (c) and (d) of this Section 5.01 (and continuance or renewal of
any Permitted Liens associated therewith) (specifically excluding the New AMERCO
Notes), so long as: (i) the terms and conditions of such refinancings, renewals,
or extensions do not materially impair the prospects of repayment of the
Obligations by the Borrowers or materially impair the Borrower's
creditworthiness, (ii) such refinancings, renewals, or extensions do not result
in an increase in the principal amount (other than capitalized fees and, with
respect to any refinancing of the Synthetic Leases, to the extent they are
treated as Capital Leases in accordance with GAAP, any increases directly
attributable to improvements on or to the Real Property covered by such
Synthetic Leases) of, or interest rate beyond a prevailing market rate with
respect to, the Indebtedness so refinanced, renewed, or extended, (iii) such
refinancings, renewals, or extensions do not result in a shortening of the
average weighted maturity of the Indebtedness so refinanced, renewed, or
extended, (other than such changes in the average weighted maturity of the
Synthetic Leases, to the extent they are treated as Capital Leases in accordance
with GAAP, resulting from the refinancing, in whole or in part, of the Synthetic
Leases pursuant to the WP

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<PAGE>

Carey Transaction or other refinancing transaction in form and substance
reasonably satisfactory to the Trustee or as permitted by the Bank Lenders'
Agent and amended in accordance with Section 9.07(c)(i) hereof), nor are they on
terms or conditions, that, taken as a whole, are materially more burdensome or
restrictive to the applicable Borrower, and (iv) if the Indebtedness that is
refinanced, renewed, or extended was subordinated in right of payment to the
Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are
at least as favorable to the Holders of the Notes as those that were applicable
to the refinanced, renewed, or extended Indebtedness.

         5.02 Liens.

         Create, incur, assume, or permit to exist, directly or indirectly, any
Lien on or with respect to any of its assets, of any kind, whether now owned or
hereafter acquired, or any income or profits therefrom, except for Permitted
Liens.

         5.03 Restrictions on Fundamental Changes.

         (a) Enter into any merger, consolidation, reorganization, or
recapitalization, or reclassify its Stock (other than in connection with the
Reorganization Plan), except that, so long as no Default or Event of Default
then exists hereunder or would be caused thereby and the Trustee receives
written notice of any such merger at least 30 days prior to the effectiveness
thereof (provided that the Trustee shall have no duty to act upon receipt of
such notice except as expressly provided in clause (y) below) if such merger
involves a Note Party: (i) any Subsidiary that is not a Note Party may merge
into any other Subsidiary that is not a Note Party, and (ii) any Note Party
(other than the Company, U-Haul or AREC) may merge into any other Note Party
(other than the Company, U-Haul or AREC); provided, however, (x) the Person
surviving such merger shall be a Note Party, and (y) the Trustee shall have
received, upon the effectiveness of such merger, such Note Documents, title
insurance and opinions of counsel as the Trustee may reasonably request to
continue or insure the priority and perfection of the Trustee's Liens on the
Collateral or the obligations of any such Note Party under any of the Note
Documents, including, without limitation, the documents required by Section
5.13(b) hereof. Notwithstanding the foregoing, a Subsidiary that is not an
Insurance Subsidiary shall not merge with any Insurance Subsidiary.

         (b) Liquidate, wind up, or dissolve any Borrower or any Borrower's
Subsidiaries (or suffer any liquidation or dissolution), except that the Company
may liquidate, dissolve or wind up any Subsidiary (other than AREC and U-Haul or
any Insurance Subsidiary) so long as (i) no Default or Event of Default then
exists hereunder or would be caused thereby and the Trustee receives written
notice of any such action at least 30 days prior to the effectiveness thereof
(provided that the Trustee shall have no duty to act upon receipt of such notice
except as expressly provided in clause (iii) below), (ii) the assets of such
Subsidiary are transferred to another Subsidiary of the Company or, if such
Subsidiary is a Note Party, to another Note Party and such assets remain subject
to a perfected Lien (second in priority only to the first priority security
interests granted to Bank Lenders' Agent pursuant to the New Credit Agreement
and the other Loan Documents (as defined in the New Credit Agreement) and
subject to Permitted Liens) under a Note Document after such transfer, and (iii)
the Trustee shall have received such Note

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<PAGE>

Documents, title insurance and opinions of counsel as the Trustee may request to
continue or insure the priority and perfection of the Trustee's Liens on such
assets or the obligations of any such Subsidiary under any of the Note
Documents, including, without limitation, the documents required by Section
5.13(b) hereof. Notwithstanding the foregoing, a dissolving or liquidating
Subsidiary that is not an Insurance Subsidiary shall not transfer assets to any
Insurance Subsidiary.

         5.04 Disposal of Assets.

         Other than Permitted Dispositions, convey, sell, lease, license,
assign, transfer, or otherwise dispose of, in one transaction or a series of
transactions, any of the assets of any Borrower or any Guarantor. To the extent
a sale or other disposition is permitted by clause (k) of the definition of
Permitted Dispositions and if an Authorized Officer of Company certifies in
writing to the Trustee that (a) the sale is permitted under this Section 5.04,
(b) the Vehicles identified (by vehicle identification number, make and model)
in such certification are to be sold in connection with a TRAC Lease Transaction
and (c) such Vehicles are to be sold on a date (each such date, a "Sale Date")
no later than 130 days from the date of such certification, Trustee's Lien on
such Vehicles shall be deemed to be released 1 Business Day prior to such sale;
provided, however, that in the event one or more of such Vehicles are not sold
in connection with a TRAC Lease Transaction within 5 Business Days of the Sale
Date indicated in such certification, the Vehicles that are not so sold shall
become subject to a Lien (second in priority only to the first priority security
interests granted to the Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit Agreement))
in favor of the Trustee on the fifth Business Day following such Sale Date and
the Company shall, or shall cause the other Borrowers or Guarantors, as
applicable, to comply immediately with the requirements of this Agreement with
respect to such Vehicles, including, without limitation, Section 4.16(a) hereof.
The Note Parties shall not, without the prior written consent of the Holders as
required by Article IX hereof, (x) transfer, sell or otherwise dispose of any of
the Vehicles or the Certificates of Title except in conjunction with a Permitted
Disposition hereunder, or (y) relocate the Certificates of Title.

         5.05 Change Name.

         Change the Company's or any Guarantor's name, FEIN, Organizational ID
Number, corporate structure, or identity, or add any new fictitious name, or
reincorporate or reorganize itself under the laws of any other jurisdiction
other than the jurisdiction of incorporation of such Person; provided, however,
that any Borrower or any Guarantor may change its name upon at least 30 days'
prior written notice by the Company to the Trustee of such change and so long
as, at the time of such written notification, the Company and/or such Guarantor
provides or authorizes the filing of any Uniform Commercial Code financing
statements or fixture filings necessary to perfect and continue perfected the
Trustee's Liens.

         5.06 Guarantee.

         Guarantee or otherwise become in any way liable with respect to the
obligations of any third Person (including the Insurance Subsidiaries) except by
endorsement of instruments or items of payment for deposit to the account of
Company or Guarantors or which are transmitted

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<PAGE>

or turned over to the Trustee, except for (a) guarantee obligations of the
Company existing as of Issue Date, (b) guarantee obligations of the Company in
connection with the Reorganization Plan, (c) guarantee obligations of the
Company with respect to the Support Party Agreements, (d) guarantee obligations
with respect to TRAC Lease Transactions in the ordinary course of business, to
the extent the obligations thereunder are permitted by Section 5.01 hereof and
are consistent with past practices, (e) guarantee obligations of a Note Party
pursuant to any refinancing, renewal or extension of Indebtedness permitted
pursuant to Section 5.01(i) hereof, and (f) guarantee obligations of a Note
Party with respect to the obligations of any other Note Party incurred in the
ordinary course of business, to the extent such guaranteed obligation is
permitted to be incurred by such guaranteed Note Party hereunder and is
consistent with past practices.

         5.07 Nature of Business.

           Make any change in the principal nature of any Note Party's business.

         5.08 Prepayments and Amendments.

         (a) Prepay, redeem, defease, purchase, or otherwise acquire any
Indebtedness of any Note Party, other than (i) the DIP Obligations; (ii) as
required by the Confirmation Order; (iii) Obligations (as defined in the New
Credit Agreement) under the New Credit Agreement in accordance with the terms
thereof; (iv) Obligations in accordance with this Agreement; (v) in connection
with a refinancing permitted by Section 5.01(i); (vi) (1) prepayments of the
Indebtedness under the New AMERCO Notes, from the proceeds from the monetization
or sale of the Excluded Assets, or (2) so long as no Event of Default exists,
other prepayments of Indebtedness, under the New AMERCO Notes so long as (A) the
aggregate amount of such prepayments in any fiscal year, together with the
aggregate amount of prepayments in such fiscal year by Borrowers pursuant to
clause (3) of Section 5.08(a)(vii) plus the aggregate amount of dividends paid
in arrears in such fiscal year by the Borrowers pursuant to clause (c) of
Section 5.11, shall not, in the aggregate, exceed the ECF Carry Forward Amount,
if any, then in existence, and (B) on the date of such prepayment Borrowers are
in compliance with the Excess Availability Test; (vii) (1) prepayments of the
Indebtedness under the Synthetic Leases with insurance proceeds or condemnation
proceeds received by a Note Party in connection with any loss or condemnation of
the Synthetic Lease Collateral, (2) prepayments of the Indebtedness under the
Synthetic Leases upon the sale of any parcel of the Real Property subject to the
Synthetic Leases pursuant to an arms-length sale to a bona fide purchaser that
is not an Affiliate of the Company (whether or not an Affiliate leases back or
retains the right to manage, occupy or conduct business at the affected
Synthetic Lease Property), up to the amount of the net sale proceeds, or (3) so
long as no Event of Default exists, any other prepayments of principal
Indebtedness required pursuant to the provisions of the Synthetic Leases, so
long as (I) the aggregate amount of such prepayments in any fiscal year,
together with the aggregate amount of prepayments in such fiscal year by
Borrowers pursuant to clause (2) of Section 5.08(a)(vi) plus the aggregate
amount of dividends paid in arrears in such fiscal year by Borrowers pursuant to
clause (c) of Section 5.11, shall not, in the aggregate, exceed the ECF Carry
Forward Amount, if any, then in existence, and (II) on the date of such
prepayment Borrowers are in compliance with the Excess Availability Test, (viii)
in addition to the principal payments under the Synthetic Leases to be made on
the Effective Date as contemplated by the Reorganization Plan, the actual

                                       63

<PAGE>

scheduled payments of principal and interest due under the Synthetic Leases,
estimates of which are set forth on Schedule 7.8(a) of the New Credit Agreement
(including any refinancings, in whole or in part, thereof); or (ix) other
Indebtedness with the consent of the Required Holders.

         (b) Except in connection with a refinancing permitted by Section
5.01(i), directly or indirectly, amend, modify, alter, increase, or change any
of the terms or conditions of any agreement, instrument, document, indenture, or
other writing evidencing or concerning Indebtedness permitted under Section 5.01
(excluding any amendment to this Agreement that must be made pursuant to Section
9.07 thereof).

         (c) Amend, modify or otherwise change its Governing Documents,
including, without limitation, by the filing or modification of any certificate
of designation, or any agreement or arrangement entered into by it with respect
to any of its capital Stock (including any shareholders' agreement), or enter
into any new agreement with respect to any of its capital Stock, except as
appropriate to accomplish a transaction permitted pursuant to Section 5.03(a) or
Section 5.03(b), or (ii) amend, modify or otherwise change any Material Contract
(other than a Material Contract, the amendment of which is governed by clause
(b) above) except any such amendments, modifications or changes or any such new
agreements or arrangements pursuant to this paragraph (c) that, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Change, or (iii) amend, modify or otherwise change any
Affiliate Contract or any contract with SAC Holding, SSI, PMSR or PM Preferred
except in compliance with Section 5.14 hereof.

         5.09 Change of Control.

         Cause, permit, or suffer, directly or indirectly, any Change of
Control, other than in connection with the consummation of the Reorganization
Plan on the Effective Date.

         5.10 Ownership of Certain Assets.

         Cause, permit, or suffer any Subsidiary, other than Borrowers and
U-Haul (Canada), to own any parcel of Real Property Collateral or any Vehicle
included in the Collateral unless (a) Company provides the Trustee with 10 days'
prior written notice of such intended ownership, (b) such Subsidiary becomes a
Guarantor under this Agreement and delivers to the Trustee any additional
documents requested by the Trustee in their Permitted Discretion, and (c) the
Company takes or causes to be taken all such action necessary to perfect the
Trustee's Lien on such Collateral (second in priority only to the first priority
security interests granted to the Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit Agreement))
and the Company delivers to the Trustee an opinion of counsel stating that all
action has been taken to perfect such Lien.

         5.11 Distributions.

         Make any distribution or declare or pay any dividends (in cash or other
property, other than common Stock) on, or purchase, acquire, redeem, or retire
any of any Note Party's Stock, of any class, whether now or hereafter
outstanding, except, so long as no Event of Default has occurred and is
continuing hereunder or would result therefrom, distributions or declarations
and payments of dividends: (a) by a Note Party to another Note Party, (b) on the
preferred stock of

                                       64

<PAGE>

the Company, based on the accrual of dividends subsequent to the Issue Date
(including, without limitation, the payment of dividends in an aggregate amount
not to exceed $3,335,000 paid on account of dividends on the preferred stock of
the Company accrued for the period ended February 29, 2004), in an aggregate
amount not to exceed $13,000,000 in any fiscal year, so long as at the time of
payment of any such dividend, Borrowers are in compliance with the Excess
Availability Test, and (c) on the preferred stock of the Company based on the
accrual of dividends prior to the Issue Date (including, without limitation, the
payment of dividends in an aggregate amount not to exceed $3,335,000 paid on
account of dividends on the preferred stock of the Company accrued prior to or
for the period ended November 30, 2003), so long as (i) the aggregate amount of
such dividends in arrears shall not exceed the lesser of (x) $19,600,000 paid in
the aggregate on or after the Issue Date or (y) together with the aggregate
amount of any prepayments paid by Borrowers in such fiscal year pursuant to
clause (2) of Section 5.08(a)(vi) plus the aggregate amount of any prepayments
paid by Borrowers in such fiscal year pursuant to clause (3) of Section
5.08(a)(vii), the ECF Carry Forward Amount, if any, then in existence, and (ii)
at the time of payment of any such dividend in arrears, Borrowers are in
compliance with the Excess Availability Test.

         5.12 Accounting Methods.

         Modify or change their fiscal year from a year ending March 31 or their
method of accounting (other than as may be required to conform to GAAP) or enter
into, modify, or terminate any agreement currently existing, or at any time
hereafter entered into with any third party accounting firm or service bureau
for the preparation or storage of the Note Parties' accounting records without
said accounting firm or service bureau agreeing to provide Trustee information
regarding the Collateral or Borrowers' and their Subsidiaries' financial
condition.

         5.13 Formation of Subsidiaries; Investments.

         (a) Except for Permitted Investments, directly or indirectly, make or
acquire any Investment, or incur any liabilities (including contingent
obligations) for or in connection with any Investment; provided, however, that
the Company and its Subsidiaries shall not (i) have Permitted Investments (other
than in the Cash Management Accounts (as defined in the New Credit Agreement))
in Deposit Accounts or Securities Accounts in excess of $3,000,000 in the
aggregate outstanding at any one time (excluding (x) Deposit Accounts or
Securities Accounts containing only the cash proceeds received from the WP Carey
Transaction (to the extent such proceeds will be fully utilized in such
transaction), and any proceeds from the monetization of Excluded Assets, and (y)
any Deposit Accounts maintained by U-Haul solely in its capacity as manager of
properties owned by SAC Holding or SSI under a Management Agreement provided
U-Haul has no rights to or interest in the funds deposited therein) unless the
Company or any of its Subsidiaries, as applicable, and the applicable securities
intermediary or bank have entered into Control Agreements or similar
arrangements governing such Permitted Investments as to perfect (and further
establish) the Trustee's secondary Liens in such Permitted Investments, or (ii)
forgive or waive the repayment or retirement or amend the terms of any
Investment in existence on or after the Issue Date in SAC Holding or any such
Person made by the Company or any Subsidiary that is required to be repaid or
retired by the terms of such Investment as in effect on or after the Issue Date
(other than in accordance with the terms thereof as in effect on the date the
Investment is made).

                                       65

<PAGE>

         (b) Form any new Subsidiary or acquire any direct or indirect
Subsidiary after the Issue Date, unless (i) such Subsidiary is a wholly-owned
Subsidiary of a Note Party, and such Note Party shall (x) cause such new
Subsidiary to enter into a supplemental indenture in the form of Exhibit D
attached hereto and provide to the Trustee a Note Guarantee and a joinder to the
Guaranty Agreement, the Guarantor Security Agreement, the Copyright Security
Agreement, and the Patent and Trademark Security Agreement, together with such
other security documents (including Mortgages and Mortgage Policies with respect
to any Real Property of such new Subsidiary), as well as appropriate Uniform
Commercial Code financing statements (and with respect to all property subject
to a Mortgage, fixture filings) all in form and substance satisfactory to the
Trustee (including being sufficient to grant the Trustee a Lien (second in
priority only to the first priority security interests granted to Bank Lenders'
Agent pursuant to the New Credit Agreement and the other Loan Documents (as
defined in the New Credit Agreement) and subject to Permitted Liens) in and to
the assets of such newly formed or acquired Subsidiary), and (y) provide to the
Trustee a pledge agreement and appropriate certificates and powers or Uniform
Commercial Code financing statements, hypothecating all of the direct or
beneficial ownership interest in such new Subsidiary, in form and substance
substantially similar to the Stock Pledge Agreement and other corresponding
Security Documents, and (z) provide to the Trustee one or more opinions of
counsel satisfactory to the Trustee, with respect to the execution and delivery
of the applicable documentation referred to above and opining that all action
has been taken to perfect the Trustee's Lien in and to the assets of such
Subsidiary and all direct or beneficial ownership interests in such new
Subsidiary, and (ii) the Trustee receives 30 days' prior written notice of such
formation or acquisition. Any document, agreement, or instrument executed or
issued subject to this Section 5.13(b) shall be a Note Document.

         5.14 Transactions with Affiliates.

         Except (a) as otherwise set forth in the Reorganization Plan, (b) for
the Company's reimbursement to, or payment on behalf of, SAC Holding, of (i)
reasonable attorneys' fees incurred by SAC Holding in connection with the
preparation, negotiation and implementation of the SAC Participation and
Subordination Agreement, not to exceed an aggregate amount of $500,000, (ii) any
and all reasonable direct out of pocket expenses (including reasonable
attorneys' fees and accountants' fees and trustee's fees, but excluding the
payment of principal, premium, if any, and interest in respect of the SAC
Holding Senior Bond and any other amount payable by SAC Holding pursuant to the
terms of the SAC Note Indenture) incurred by SAC Holding in connection with its
reporting or other compliance obligations under the SAC Notes Indenture in an
aggregate amount not to exceed $1,000,000 in any 12-month period, and (iii) the
Company's obligations under the Agreement to Indemnify, or (c) as consented to
by Trustee and the Required Holders, directly or indirectly enter into or permit
to exist any transaction with any Affiliate of any Borrower, SAC Holding, SSI,
PMSR or PM Preferred except for transactions that are in the ordinary course of
the Borrowers' business, upon fair and reasonable terms that are no less
favorable to the Borrowers than would be obtained in an arm's length transaction
with a non-Affiliate. Borrowers shall not, and shall not permit any of their
Subsidiaries to, transfer any cash or assets to the Insurance Subsidiaries, the
Dormant Subsidiaries or INW under any circumstances whatsoever or guarantee or
otherwise incur any Indebtedness on behalf of such Insurance Subsidiaries,
Dormant Subsidiaries or INW.

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<PAGE>

         5.15 Suspension.

         Except as permitted by Section 5.03, suspend or go out of a substantial
portion of its business.

         5.16 Use of Proceeds.

         Use the proceeds from the sale of the Notes for any purpose other than
(a) on the Issue Date, to pay transactional fees, costs, and expenses incurred
in connection with this Agreement, the other Note Documents, and the
transactions contemplated hereby and thereby, (b) to fund the Reorganization
Plan and (c) thereafter, for working capital and other general corporate
purposes of the Borrowers, in each case consistent with the terms and conditions
hereof, for its lawful and permitted purposes.

         5.17 Change in Location of Chief Executive Office; Equipment with
Bailees.

         Relocate its chief executive office to a new location without the
Company providing 30 days' prior written notification thereof to the Trustee and
so long as, at the time of such written notification, the applicable Note Party
provides or authorizes, the filing of any Uniform Commercial Code financing
statements or fixture filings necessary to perfect and continue perfected the
Trustee's Liens and also provide to the Trustee a Collateral Access Agreement,
in a form substantially similar to those Collateral Access Agreements delivered
in accordance with Section 11.01(a)(ii)(1), with respect to such new location.
The Equipment of the Note Parties shall not at any time now or hereafter be
stored with a bailee, warehouseman, or similar party (other than a U-Haul
Dealer) without Bank Lenders' Agent's prior written consent and prior written
notification to the Trustee.

         5.18 Securities Accounts.

         Establish or maintain any Securities Account unless the Trustee shall
have received a Control Agreement in respect of such Securities Account. No Note
Party shall transfer assets out of any Securities Account; provided, however,
that, so long as no Event of Default has occurred and is continuing or would
result therefrom, such Note Party may use such assets (and the proceeds thereof)
to the extent not prohibited by this Agreement.

         5.19 Financial Covenants.

         (a) EBITDA/Capital Expenditures. Allow Consolidated EBITDA minus
Capital Expenditures, each as measured on a fiscal quarter-end basis for the
applicable period set forth below, to be less than the required amount set forth
in the following table as of the applicable date set forth opposite thereto:

<TABLE>
<CAPTION>
Applicable Amount       Applicable Date
- -----------------    ----------------------
<S>                  <C>
   $15,000,000       For the 3-month period

                      ending June 30, 2004
</TABLE>

                                       67
<PAGE>

<TABLE>
<CAPTION>
Applicable Amount         Applicable Date
- -----------------    -------------------------
<S>                  <C>
   $ 65,000,000        For the 6-month period

                     ending September 30, 2004

   $ 65,000,000        For the 9-month period

                      ending December 31, 2004

   $ 60,000,000       For the 12-month period

                       ending March 31, 2005

   $ 48,000,000       For the 12-month period

                        ending June 30, 2005

   $ 25,000,000       For the 12-month period

                     ending September 30, 2005

   $ 25,000,000       For the 12-month period

                      ending December 31, 2005

   $ 30,000,000       For the 12-month period

                       ending March 31, 2006

   $ 80,000,000       For the 12-month period

                        ending June 30, 2006

   $115,000,000       For the 12-month period

                     ending September 30, 2006

   $110,000,000       For the 12-month period

                      ending December 31, 2006

   $105,000,000       For the 12-month period

                       ending March 31, 2007
</TABLE>

; provided, however, that based upon Borrowers' Projections (as defined in the
New Credit Agreement) delivered to the Trustee pursuant to Section 4.04(c), the
Required Lenders shall establish quarterly EBITDA minus Capital Expenditure
covenants for each fiscal quarter after March 2007, using the same methodology
as utilized for 2004, 2005 and 2006, and the covenants

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<PAGE>

shall be presented to the Company for its approval, which approval shall not be
unreasonably withheld. In the event the Company does not approve the proposed
covenants, Required Lenders shall establish such covenants, in their Permitted
Discretion, based upon Borrowers' Projections (as defined in the New Credit
Agreement) for the applicable fiscal year.

         (b) Capital Expenditures. Make Capital Expenditures in any fiscal year
in excess of the amount set forth in the following table for the applicable
period:

<TABLE>
<CAPTION>
Fiscal Year 2005    Fiscal Year 2006    Fiscal Year 2007
- ----------------    ----------------    ----------------
<S>                 <C>                 <C>
$    185,000,000    $     245,000,00    $    195,000,000
</TABLE>

; provided, however, that based upon Borrowers' Projections (as defined in the
New Credit Agreement) delivered to the Trustee pursuant to Section 4.04(c), the
Required Lenders shall establish quarterly Capital Expenditure covenants for
each fiscal year after 2007, using the same methodology as utilized for 2005,
2006 and 2007, and the covenants shall be presented to the Company for its
approval, which approval shall not be unreasonably withheld. In the event the
Company does not approve the proposed covenants, Required Lenders shall
establish such covenants, in their Permitted Discretion, based upon Borrowers'
Projections (as defined in the New Credit Agreement) for the applicable fiscal
year.

         5.20 Employee Benefits.

         Directly or indirectly:

         (a) engage in any prohibited transaction which is reasonably likely to
result in a civil penalty or excise tax described in Sections 502(i) of ERISA or
4975 of the IRC for which a statutory or class exemption is not available or a
private exemption has not been previously obtained from the Department of Labor;

         (b) with respect to any Benefit Plan, permit to exist an accumulated
funding deficiency (as defined in Sections 302 of ERISA and 412 of the IRC) for
a period longer than 30 days, whether or not waived;

         (c) fail to pay timely required contributions or annual installments
due with respect to any waived funding deficiency to any Benefit Plan;

         (d) terminate any Benefit Plan where such event would result in any
liability of any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate
under Title IV of ERISA;

         (e) fail to make any required contribution or payment to any
Multiemployer Plan;

         (f) fail to pay any required installment or any other payment required
under Section 412 of the IRC on or before the due date for such installment or
other payment;

         (g) amend a Benefit Plan resulting in an increase in current liability
for the plan year such that any Borrower, any Subsidiary of any Borrower or any
ERISA Affiliate is required to provide security to such Plan under Section
401(a)(29) of the IRC; or

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<PAGE>

         (h) withdraw from any Multiemployer Plan where such withdrawal is
reasonably likely to result in any liability of any such entity under Title IV
of ERISA;

that, individually or in the aggregate, results in or reasonably would be
expected to result in a claim against or liability of any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate in excess of $25,000.

         5.21 Sales and Leasebacks.

         Except for Permitted Dispositions, enter into any arrangement, directly
or indirectly, with any third party whereby any Note Party shall sell or
transfer any property, real or personal, whether now owned or hereafter
acquired, and whereby such Note Party shall then or thereafter rent or lease as
lessee of such property or any part thereof or other property that such Note
Party intends to use for substantially the same purpose or purposes as the
property sold or transferred.

         5.22 Anti-Terrorism Laws.

         (a) Conduct any business or engage in any transaction or dealing with
any Blocked Person, including the making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person; (b) deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to Executive Order No. 13224; (c) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, (i) any of the prohibitions set
forth in Executive Order No. 13224 or the USA Patriot Act, or (ii) any
prohibitions set forth in the rules or regulations issued by OFAC or any
sanctions against targeted foreign countries, terrorism sponsoring
organizations, and international narcotics traffickers based on U.S. foreign
policy.

         5.23 Speculative Transactions.

         Engage in any transaction involving commodity options or futures
contracts or any similar speculative transactions except for Hedge Agreements
that are used solely as part of normal business operations as a risk management
strategy and/or hedge against charges resulting from market operations in
accordance with the Company's customary policies and not as a means to speculate
for investment purposes or trends and shifts in financial or commodities
markets.

         5.24 Amendment to Certain Agreements.

         Neither the Company nor any Subsidiary shall (a) enter into or consent
to any amendment, supplement or other modification of this Agreement or the
Security Documents except as permitted under Article IX hereof, and (b) amend,
restate, supplement, modify, waive or otherwise change or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of the
New Credit Agreement in any manner prohibited by the Intercreditor Agreement.

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<PAGE>

         5.25 Waiver of Stay, Extension or Usury Laws.

         The Company and each Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim, and will resist any and all efforts to be compelled to
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Agreement and the Security Documents; and
(to the extent that it may lawfully do so) the Company and each Subsidiary
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power granted to
the Trustee herein and in the Security Documents, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         6.01 Events of Default.

         Each of the following shall constitute an "Event of Default" under this
Agreement, the Security Documents and the Note Documents:

         (a) failure by the Company to pay interest on any of the Notes when it
becomes due and payable and the continuance of any such failure for 5 days;

         (b) failure by the Company to pay the principal of any of the Notes
when it becomes due and payable, whether at stated maturity, upon redemption,
upon purchase, upon acceleration or otherwise;

         (c) failure to perform, keep, or observe any term, provision, covenant,
or agreement contained in Sections 4.08, 4.11(b), 4.12, 4.16, 4.17, 11.07, 11.09
(except to the extent applicable under clause (t) of this Section 6.01), 11.12,
11.17 and Article V of this Agreement;

         (d) failure to perform, keep, or observe any term, provision, covenant,
or agreement contained in Sections 4.04, 4.06, 4.07, 4.09, 4.10, 4.11(a), 4.13,
4.15, 4.19 and 11.10 of this Agreement and such failure continues for a period
of 20 Business Days;

         (e) failure by a Note Party to perform, keep, or observe any other
term, provision, covenant, or agreement contained in this Agreement or in any of
the other Note Documents (giving effect to any grace periods, cure periods, or
required notices, if any, expressly provided for in such Note Documents); in
each case, other than any such term, provision, covenant, or agreement that is
the subject to another provision of this Section 6.01 (in which event such other
provision of this Section 6.01 shall govern), and such failure continues for a
period of 20 Business Days;

         (f) if any material portion of any Note Party's assets is attached,
seized, subjected to a writ or distress warrant, levied upon, or comes into the
possession of any third Person;

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<PAGE>

         (g) if any Note Party is enjoined, restrained, or in any way prevented
by court order from continuing to conduct all or any material part of its
business affairs;

         (h) if a notice of Lien, levy, or assessment, individually or in the
aggregate in an amount of $500,000 or greater, is filed of record with respect
to any Note Party's assets by the United States or Canada, or any department,
agency, or instrumentality thereof, or by any state, province, territory,
county, municipal, or governmental agency, or if any taxes or debts owing at any
time hereafter to any one or more of such entities becomes a Lien, whether
choate or otherwise, upon any Borrower's or any of its Subsidiaries' assets and
the same is not paid on the payment date thereof;

         (i) if a judgment or other claim becomes a Lien or encumbrance upon any
material portion of any Note Party's properties or assets;

         (j) if there is a default in any material agreement to which any Note
Party is a party including, without limitation, any Material Contract, Affiliate
Contract or any material contract with any of SAC Holding, SSI, PMSR or PM
Preferred (other than the New AMERCO Notes and the Synthetic Leases) or any
other Indebtedness in excess of $1,000,000, and such default (a) occurs at the
final maturity of the obligations thereunder, or (b) results in the acceleration
of the maturity of the applicable Note Party's obligations thereunder;

         (k) except as otherwise set forth in the Reorganization Plan or as
otherwise permitted by this Agreement, if any Note Party makes any payment on
account of Indebtedness that has been contractually subordinated in right of
payment to the payment of the Obligations of the Note Parties under the Notes
and the other Note Documents;

         (l) if the obligation of any Guarantor under the Guaranty Agreement or
the Note Guarantee is limited or terminated by operation of law or by such
Guarantor thereunder;

         (m) if this Agreement or any other Note Document that purports to
create a Lien, shall, for any reason, fail or cease to create a valid and
perfected, except to the extent permitted by the terms hereof or thereof, Lien
on or security interest (each, second in priority only to the first priority
security interests granted to Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit Agreement))
in the Collateral covered hereby or thereby;

         (n) if any provision of any Note Document shall at any time for any
reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Note Party, or a proceeding shall be commenced
by any Note Party, or by any Governmental Authority having jurisdiction over any
Note Party, seeking to establish the invalidity or unenforceability thereof, or
any Note Party shall deny that any Note Party has any liability or obligation
purported to be created under any Note Document;

         (o) if suit or action is commenced against the Trustee and/or any Note
Holder and, as to any suit or action brought by any Person other than the Note
Parties or an officer or employee of the Note Parties, is continued without
dismissal for 30 days after service thereof on the Trustee, that asserts, by or
on behalf of the Note Parties, any claim or legal or equitable remedy which

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seeks subordination of the claim or Lien of the Trustee and/or any Note Holder
hereunder or under any other Note Document;

         (p) if any Note Party shall file any application in support of, or
shall otherwise fail to contest in good faith, a suit or action of the type set
forth in clause (o) of this Section 6.01 filed by any Person other than a
Borrower or an officer or employee of Borrowers;

         (q) if an Insolvency Proceeding is commenced by or against any Note
Party, or any of its Subsidiaries (other than INW), and any of the following
events occur: (a) the applicable Note Party or the Subsidiary consents to the
institution of the Insolvency Proceeding against it, (b) the petition commencing
the Insolvency Proceeding is not timely controverted, (c) the petition
commencing the Insolvency Proceeding is not dismissed within 45 calendar days of
the date of the filing thereof, (d) an interim trustee is appointed to take
possession of all or any substantial portion of the properties or assets of, or
to operate all or any substantial portion of the business of, any Note Party or
any of its Subsidiaries, or (e) an order for relief shall have been entered
therein;

         (r) (i) if any event of default occurs under any New AMERCO Note
Document or any of the Synthetic Leases; (ii) if any holder of New AMERCO Notes
contests that the Obligations hereunder constitute "Senior Indebtedness" under
the New AMERCO Notes Indenture; or (iii) any event of default occurs under the
New Credit Agreement or any other Loan Document (as defined in the New Credit
Agreement);

         (s) failure by the Note Parties to register substantially all of the
Certificates of Title pursuant to Section 11.01(c) within 180 days after the
Issue Date;

         (t) failure by the Note Parties to deliver the Mortgages, related
fixture filings and Mortgage Policies pursuant to Section 11.01(a), and to the
extent applicable, Section 11.09, within 60 days after the Issue Date; or

         (u) if any material misstatement or material misrepresentation exists
now or hereafter in any warranty, representation, statement, or Record made to
the Holders by any Borrower, its Subsidiaries, or any officer, employee, agent,
or director of any Borrower or any of its Subsidiaries.

         6.02 Acceleration.

         (a) If an Event of Default (other than an Event of Default specified in
clause (q) of Section 6.01 hereof with respect to the Company) shall have
occurred and be continuing, then the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, may declare all
amounts owing under the Notes to be due and payable immediately, by notice in
writing to the Company (and to the Trustee if given by Holders). Upon such
declaration of acceleration, the aggregate principal of and accrued and unpaid
interest on the outstanding Notes shall immediately become due and payable;
provided, however, that after such acceleration, but before a judgment or decree
based on acceleration, the Required Holders may rescind and annul such
acceleration, by notice in writing to the Company and the Trustee, if all Events
of Default, other than the nonpayment of accelerated principal and interest,
have been cured or waived as provided in this Agreement. If an Event of Default
specified in clause (q) of

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Section 6.01 hereof occurs with respect to the Company, all outstanding Notes
shall become due and payable without any further action or notice.

         (b) In the case of an Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, upon the acceleration of the Notes. If an Event of
Default occurs prior to March 16, 2005 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes prior to March 16, 2005,
then, upon acceleration of the notes, an additional premium shall also become
and be immediately due and payable, to the extent permitted by law, in an amount
equal to 9%.

         6.03 Other Remedies.

         (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy (including, without limitation, those set forth in
Section 11.13) to collect the payment of principal, premium, fees and Additional
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Agreement or the Security Documents.

         (b) The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law; and shall be in addition to every
other remedy given hereunder or under the Security Documents or existing at law
or in equity or by statute on or after the date hereof.

         6.04 Waiver of Past Defaults.

         The Required Holders, by notice to the Trustee, may on behalf of the
Holders of all of the Notes waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium, fees and Additional Interest, if any,
or interest on, the Notes (including in connection with an offer to purchase)
(provided that the Required Holders may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or waived). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Agreement; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         6.05 Control by Majority.

         The Required Holders may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power

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conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Agreement, the Intercreditor Agreement, any Security
Document, or other Note Document, or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

         6.06 Limitation on Suits.

         A Holder of a Note may institute a proceeding with respect to this
Agreement, any of the Security Documents, the Notes or for any remedy hereunder
or thereunder only if:

         (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

         (b) the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;

         (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense which might be incurred in compliance with such request or
direction;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request; and

         (e) during such 60-day period the Required Holders do not give the
Trustee a direction inconsistent with the request.

         A Holder of a Note may not use this Agreement or any Security Document
to prejudice the rights of another Holder of a Note or to obtain a preference or
priority over another Holder of a Note.

         However, such limitations do not apply to a suit instituted by a Holder
of any Note for enforcement of payment of the principal of or interest on such
Note on or after the due date therefor (after giving effect to the grace period
specified in Section 6.01(a) hereof).

         6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Agreement, the right of any
Holder of a Note to receive payment of principal, premium, fees and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder,
including the amounts provided for in Section 7.07 hereof.

         6.08 Collection Suit by the Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, fees and Additional Interest,

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if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         6.09 The Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, including the
amounts provided for in Section 7.07 hereof) and the Holders of the Notes
allowed in any judicial proceedings relative to the Company (or any other
obligor under the Notes), its creditors or its property and shall be entitled
and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in connection with any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their creditors
or the Trustee (irrespective of whether the principal of the Notes shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, Additional Interest, premium of, fees or
interest on the Notes). Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         6.10 Priorities.

         If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium, fees and Additional Interest, if any, and
         interest, ratably, without

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         preference or priority of any kind, according to the amounts due and
         payable on the Notes for principal, premium, fees and Additional
         Interest, if any and interest, respectively;

                  Third: without duplication, to Holders for any other
         Obligations owing to the Holders under the Notes, this Agreement or the
         other Note Documents; and

                  Fourth: to the Company or to such party as a court of
         competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

         6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Agreement or any Security Document or in any suit against the Trustee for any
action taken or omitted by it as a the Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the Trustee
or a suit by a Holder of a Note pursuant to Section 6.07 hereof.

         6.12 The Trustee May Enforce Claims Without Possession of Notes.

         All rights of action and claims under this Agreement, the Notes or any
other Note Document may be prosecuted and enforced by the Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee or its agents and counsel,
be for the ratable benefit of the Holders in respect of which such judgment has
been recovered.

         6.13 Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Agreement, any Security Document or any other
Note Document and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and under such Security
Document or any other Note Document and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         6.14 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section
2.07, no right or remedy herein

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conferred or conferred under any Security Document or other Note Document upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         6.15 Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or acquiescence
therein. Every right and remedy given by this Agreement or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                                  ARTICLE VII

                                    TRUSTEE

         7.01 Duties of the Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement and
the other Note Documents, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Agreement or any other Note Document and
         the Trustee need perform only those duties that are specifically set
         forth in this Agreement and the other Note Documents and no others, and
         no implied covenants or obligations shall be read into this Agreement
         or any other Note Document against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement and the Security Documents. However, the Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Agreement and the Security
         Documents, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph (c) does not limit the effect of paragraph
         (b) or (d) of this Section 7.01;

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<PAGE>

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d) No provision of this Agreement or any Security Document shall
require the Trustee to expend or risk its own funds or incur any liability. The
Trustee shall be under no obligation to exercise any of its rights and powers
under this Agreement or any Security Document at the request or direction of any
Holders, unless such Holder shall have offered to the Trustee security and/or
indemnity satisfactory to it against the cost, loss, liability or expense that
might be incurred by it in compliance with such request or direction.

         (e) Whether or not therein expressly so provided, every provision of
this Agreement that in any way relates to the Trustee is subject to Sections
7.01(a), (b), (c) and (d).

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

         (g) Each Holder of Notes, by its acceptance thereof, consents and
agrees to the terms of the Security Documents and Intercreditor Agreement as the
same may be in effect or may be amended from time to time in accordance with
their respective terms and the terms hereof and authorizes and directs the
Trustee (in its capacities as trustee and Collateral Trustee for the Holders) to
enter into the Security Documents and Intercreditor Agreement upon the execution
thereof by the other parties thereto and to perform its obligations and exercise
its rights thereunder in accordance therewith.

         (h) As of the Issue Date, Wells Fargo Bank, N.A. is acting as the
Trustee and the Collateral Trustee hereunder. Accordingly, any references to the
"Trustee" herein refers to Wells Fargo Bank, N.A. as serving in both such
capacities. At such time that a successor to Wells Fargo Bank, N.A., is
appointed as the Trustee hereunder or as the Collateral Trustee hereunder, the
duties, rights and obligations of the "Trustee" as set forth in this Agreement
on the Issue Date shall be segregated amongst each of the successors in writing.

         7.02 Rights of the Trustee.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee authenticates Notes, takes any other act or
refrains from acting, it may require an Officer's Certificate or an opinion of
counsel or both. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officer's Certificate or opinion
of counsel or both. The Trustee may consult with counsel of its selection and
the advice of such counsel or any opinion of counsel shall be full and complete
authorization

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<PAGE>

and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any such attorneys or agent
appointed with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement, the Security Documents and the other
Note Documents. The Trustee shall not be liable for any claims, losses,
liabilities, damages, costs, expenses, judgments (including reasonable
attorney's fees and expenses) due to forces beyond its reasonable control,
including strikes, work stoppages, acts of God and interruptions, losses or
malfunctions of utilities, communications or computer (software or hardware)
services.

         (e) Unless otherwise specifically provided in this Agreement or any
Security Document, any demand, request, direction or notice from the Company
shall be sufficient if signed by an Officer of the Company.

         (f) Except as required hereunder or under the other Note Documents, or
as required in its capacity as Collateral Trustee, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it sees
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of any Borrower, personally or by agent or attorney, and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation.

         (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default except (i) any Event of Default occurring pursuant to Section
6.01(a) or Section 6.01(b), or (ii) any Default or Event of Default of which the
Trustee shall have received written notification at the Corporate Trust Office
of the Trustee (given in accordance with Section 13.02 hereof and specifically
identifying such Default or Event of Default) or a Responsible Officer of the
Trustee has actual knowledge thereof.

         (h) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, whether as the Trustee, Collateral Trustee, Paying Agent, Registrar
or otherwise, and to each agent, Depositary Custodian, Co-Collateral Trustee and
other Person employed to act hereunder, and to the Trustee or any successor when
acting in its capacity as the Trustee, Collateral Trustee or any other capacity
under the Intercreditor Agreement, the Security Documents and other Note
Documents to the same extent as if explicitly set forth in the Intercreditor
Agreement, the Security Documents and other Note Documents.

         (i) The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified

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<PAGE>

actions pursuant to this Agreement, which Officer's Certificate may be signed by
any Person authorized to sign an Officer's Certificate, including any Person
specified as so authorized in any such certificate previously delivered and not
superseded.

         (j) The Trustee shall not be deemed to have notice of or have a duty to
determine whether any information that it may receive with respect to the
Company or any other Note Party, or that it or any Note Holder may provide to
the Holders, is material, nonpublic information of a type that should not be
used by the recipient to trade in securities of the Company, except for such
information identified by the Company in writing on the face thereof as
material, non-public information. Except with respect to the Trustee's
obligation to require Holders to enter into a standstill and confidentiality
agreement as set forth in Section 4.04, the Trustee shall not be responsible for
how such information is used or for obtaining any agreement from the recipient
of such information with respect to the use thereof.

         7.03 Individual Rights of the Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights and duties. The Trustee
shall comply with Section 310(b) of the TIA. The Trustee is also subject to
Sections 7.10 and 7.11 hereof.

         7.04 The Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Agreement, the Security Documents, the Notes
or the Note Guarantees, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money paid to the Company or upon the Company's
direction under any provision of this Agreement, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Agreement other than its certificate of
authentication.

         7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 30 days
after it becomes known to such Responsible Officer of the Trustee. Except in the
case of a Default or Event of Default (a) in payment of principal of, premium,
fees, Additional Interest, if any, or interest on any Note or (b) in compliance
with Section 5.01 hereof, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes. The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any Default or Event of Default hereunder (expect failure by the
Company to make any payments to the Trustee required to be made hereunder)
unless a Responsible Officer of the Trustee is specifically notified in writing
of such Default or Event of Default by the Company or by a Holder in accordance
with Section 13.02 hereof and, in the

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<PAGE>

absence of such notice, the Trustee may conclusively assume that no Default or
Event of Default has occurred and is continuing.

         7.06 Reports by the Trustee to Holders of the Notes.

         Within 60 days after each September 1 beginning with the September 1
following the date of this Agreement, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange or of any delisting thereof.

         Upon the written request of a Holder, the Trustee shall deliver as soon
as reasonably practicable to such Holder any financial statements, certificates
or reports delivered to the Trustee by the Company in connection with this
Agreement; provided that the Trustee shall not deliver any material, non-public
information (all information received pursuant to Section 4.04 or pursuant to
other provisions of this Agreement and identified as such in writing by the
Company on the face thereof, except for information received pursuant to Section
4.04(d) and Section 4.04(i)) received from any Note Party to a Holder of the
Notes unless such Holder enters into a standstill and confidentiality agreement
in form and substance satisfactory to the Trustee and the Company, which shall
provide for, among other things, that the recipients of such information shall
indemnify the Trustee for any misuse or improper disclosure of such information.
Notwithstanding Section 13.02 of this Agreement, to satisfy the delivery
requirements to such Holder under this paragraph, the Trustee may at its option
either (a) deliver such information in accordance with Section 13.02 or (b) file
or post electronically such information in a manner and method mutually
acceptable to the Company and the Trustee and that provides for such Holder's
access to such information.

         7.07 Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Agreement, the Security Documents and
other Note Documents and services hereunder and thereunder as the Company and
the Trustee shall agree to in writing from time to time. The Trustee's
compensation shall not be limited by any law on compensation of the trustee of
an express trust. The Company shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee's agents
and counsel.

         The Company shall indemnify the Trustee and any predecessor the Trustee
(and each of their respective officers, directors, employees and agents) against
any and all losses, liabilities or expenses (including reasonable attorneys'
fees and expenses) incurred by it including taxes

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(other than taxes based upon the income of the Trustee) arising out of or in
connection with the acceptance or administration of its duties under this
Agreement and the other Note Documents, including the costs and expenses of
enforcing this Agreement and the other Note Documents against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which shall not be unreasonably
withheld. The Company shall not, without the prior written consent of the
Trustee, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification has been sought under this Section unless such
settlement, compromise or consent (i) includes an unconditional release of the
Trustee from all liability arising out of such litigation, investigation,
proceeding or claim, and (ii) does not include a statement as to, or an
admission or, fault, culpability or a failure to act by or on behalf of the
Trustee.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Agreement or any other Note Document, any
rejection or termination of this Agreement or any Note Document under any
bankruptcy law or the resignation or removal of the Trustee.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Agreement and the other Note Documents.

         Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(q) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

         7.08 Replacement of the Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section. Unless Wells Fargo Bank, N.A. will
remain a Co-Collateral Trustee, a resignation or removal of the Trustee in its
capacity as Collateral Trustee shall become effective and the successor Trustee
or Co-Collateral Trustee shall have all the rights, powers and duties of the
Trustee (with respect to Collateral) and/or the Collateral Trustee under this
Agreement and

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<PAGE>

the other Note Documents only upon the successor Collateral Trustee's or the
successor Trustee's acceptance of appointment as provided in this Article and
the completion in full of the assignment of all Security Documents, filings,
recordation and all other actions necessary and appropriate to maintain the
perfection of the Liens in favor of the Trustee for the benefit of the Holders.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Required Holders may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

         (a) the Trustee fails to comply with Section 7.10 hereof;

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c) a Custodian or public officer takes charge of the Trustee or its
property; or

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Required Holders may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Agreement and the other Note Documents. The successor Trustee shall
mail a notice of its succession to Holders. Unless Wells Fargo Bank, N.A. will
remain a Co-Collateral Trustee, a resignation or removal of the Trustee in its
capacity as Collateral Trustee shall become effective and the successor Trustee
or Co-Collateral Trustee shall have all the rights, powers and duties of the
Trustee and/or the Collateral Trustee under this Agreement and the other Note
Documents only upon the successor Collateral Trustee's or the successor
Trustee's acceptance of appointment as provided in this Article and the
completion in full of the assignment of all Security Documents, filings,
recordation and all other actions necessary and appropriate to maintain the
perfection of the Liens in favor of the Trustee for the benefit of the Holders.

         The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject

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<PAGE>

to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring the Trustee
and the Company shall pay to any such replaced or removed Trustee all amounts
owed under Section 7.07 upon such replacement or removal.

         If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of
resignation or removal, the resigning or removed Trustee, as the case may be,
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Notes.

         7.09 Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

         7.10 Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Agreement shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

         7.11 Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The provisions of TIA Section 311 shall apply to the Company, as obligor on the
Notes.

         7.12 Additional Co-Collateral Trustees; Separate Collateral Trustees.

         (a) If at any time or times it shall be necessary or prudent in order
to conform to any law of any jurisdiction in which any of the Collateral shall
be located or deemed located, or the Trustee shall be advised by counsel,
satisfactory to it, that it is necessary or prudent in the interest of the
Holders, or the Required Holders shall in writing so request, or the Trustee
shall deem it desirable, the Trustee and the Company shall, and shall cause each
Guarantor to, execute and deliver all instruments and agreements necessary or
proper to constitute another bank or trust company, or one or more persons
approved by the Trustee and reasonably satisfactory to the Company either (i) to
act as Co-Collateral Trustee or Co-Collateral Trustees of all or any of the
Collateral, jointly with the Trustee originally named herein or any successor or
successors, or (ii) to act as separate or a replacement Collateral Trustee or
Collateral Trustees of any such property or (iii) to replace Collateral Trustee
as a successor Collateral Trustee. In the event the Company and

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<PAGE>

Guarantors shall not have joined in the execution of such instruments and
agreements within 10 days after the receipt of a written request from the
Trustee so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee may act under the foregoing provisions of this Section
7.12 without the concurrence of the Company and Guarantors, and the Company and
the Guarantors hereby irrevocably appoint the Trustee as their agent and
attorney to act for them under the foregoing provisions of this Section 7.12 in
either of such contingencies. Unless Wells Fargo Bank, N.A. will remain a
Co-Collateral Trustee, a resignation or removal of the Trustee in its capacity
as Collateral Trustee shall become effective and the successor Trustee or
Co-Collateral Trustee shall have all the rights, powers and duties of the
Trustee (with respect to Collateral) and/or the Collateral Trustee under this
Agreement and the other Note Documents only upon the successor Collateral
Trustee's or the successor Trustee's acceptance of appointment as provided in
this Article and the completion in full of the assignment of all Security
Documents, filings, recordation and all other actions necessary and appropriate
to maintain the perfection of the Liens in favor of the Trustee for the benefit
of the Holders.

         (b) Every separate Collateral Trustee and every Co-Collateral Trustee
appointed in accordance with Section 7.12(a)(i) or (ii) hereof, shall, to the
extent permitted by law, be appointed and act and be such, subject to the
following provisions and conditions, namely:

                  (i) all rights, powers, duties and obligations conferred upon
         the Collateral Trustee in respect of the custody, control and
         management of moneys, papers, instruments or securities shall be
         exercised solely by the Trustee, or its successors as the Trustee
         hereunder;

                  (ii) all rights, powers, duties and obligations (including the
         obligations contained in the Intercreditor Agreement) conferred or
         imposed upon the Collateral Trustee hereunder shall be conferred or
         imposed and exercised or performed by the Collateral Trustee and such
         separate Collateral Trustee or separate Collateral Trustees or
         Co-Collateral Trustee or Co-Collateral Trustees, jointly, as shall be
         provided in the instrument appointing such separate Collateral Trustee
         or separate Collateral Trustees or Co-Collateral Trustee or
         Co-Collateral Trustees, except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed,
         the Collateral Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations shall be exercised and performed by such separate
         Collateral Trustee or separate Collateral Trustees or Co-Collateral
         Trustee or Co-Collateral Trustees;

                  (iii) no power given hereby to, or which it is provided hereby
         may be exercised by, any such Co-Collateral Trustee or Co-Collateral
         Trustees or separate Collateral Trustee or separate Collateral
         Trustees, shall be exercised hereunder by such Co-Collateral Trustee or
         Co-Collateral Trustees or separate Collateral Trustee or separate
         Collateral Trustees, except jointly with, or with the consent in
         writing of, the Collateral Trustee, anything herein contained to the
         contrary notwithstanding;

                  (iv) no Collateral Trustee hereunder shall be personally
         liable by reason of any act or omission of any other Collateral Trustee
         hereunder; and

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<PAGE>

                  (v) the Company, Guarantors and the Trustee, at any time by an
         instrument in writing, executed by them jointly, may accept the
         resignation of or remove any such separate Collateral Trustee or
         Co-Collateral Trustee, and in that case, by an instrument in writing
         executed by the Guarantors and the Trustee jointly, may appoint a
         successor to such separate Collateral Trustee or Co-Collateral Trustee,
         as the case may be, anything herein contained to the contrary
         notwithstanding. In the event that the Company and the Guarantors shall
         not have joined in the execution of any instrument within 10 days after
         the receipt of a written request from the Trustee so to do, or in case
         an Event of Default shall have occurred and be continuing, the Trustee
         shall have the power to accept the resignation of or remove any such
         separate Collateral Trustee or Co-Collateral Trustee and to appoint a
         successor without the concurrence of the Company and the Guarantors,
         the Company and the Guarantors hereby irrevocably appointing the
         Trustee their agent and attorney to act for them in such connection in
         either of such contingencies.

         (c) Every successor Collateral Trustee appointed in accordance with
Section 7.12(a)(iii) hereof shall, upon the acceptance of any appointment as
Collateral Trustee, thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Collateral Trustee, and the
retiring Collateral Trustee shall be discharged from its duties and obligations
hereunder applicable to it as Collateral Trustee. The replacement of Collateral
Trustee by a successor Collateral Trustee shall not be deemed as a resignation
or removal of the Trustee as the Trustee under this Agreement unless the Trustee
expressly resigns as the Trustee or is removed in accordance with Section 7.08
hereof. The replacement of the Trustee by a successor Trustee in accordance with
Section 7.08 hereof shall not be deemed as a resignation or removal of such
Person as the Collateral Trustee under this Agreement unless such Person
expressly resigns as Collateral Trustee in accordance with this Section 7.12 In
the event that the Trustee and Collateral Trustee shall not be the same Person,
this Agreement and the Note Documents shall be modified as advisable and
mutually agreeable among the Company, the Trustee and the Collateral Trustee to
delineate the rights, powers, privileges and duties of the Trustee and
Collateral Trustee. Unless Wells Fargo Bank, N.A. will remain a Co-Collateral
Trustee, a resignation or removal of the Trustee in its capacity as Collateral
Trustee shall become effective and the successor Trustee or Co-Collateral
Trustee shall have all the rights, powers and duties of the Trustee (with
respect to Collateral) and/or the Collateral Trustee under this Agreement and
the other Note Documents only upon the successor Collateral Trustee's or the
successor Trustee's acceptance of appointment as provided in this Article and
the completion in full of the assignment of all Security Documents, filings,
recordation and all other actions necessary and appropriate to maintain the
perfection of the Liens in favor of the Trustee for the benefit of the Holders.

         7.13 Expenses.

         The Company and each other Note Party shall pay upon demand to the
Trustee, the Collateral Trustee or to any Holder the amount of any and all
reasonable expenses, including reasonable fees and expenses of its counsel (and
any local counsel) and of any experts and agents, which such party may incur in
connection with the replacement, removal, resignation, or appointment of a
successor, of the Trustee or Collateral Trustee, including, without limitation,
any and all expenses (including reasonable fees and expenses of such party's
counsel) incurred with respect to the assignment of all Security Documents,
filings, recordation and all other

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<PAGE>

actions necessary and appropriate to maintain the perfection of the Liens in
favor of the successor Trustee or Collateral Trustee for the benefit of the
Holders.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at any time elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

         8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors discharged with respect to the Note Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and the Note Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Agreement referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Agreement (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium,
fees and Additional Interest, if any, and interest on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article II and Sections 4.02, 4.12, 8.05, 8.06 and 8.07 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the under the
Security Documents and the Company's and Guarantor's obligations in connection
therewith and (d) this Article VIII. Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

         8.03 Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Article IV
except Sections 4.01, 4.02 and 4.12 and Article V, except Section 5.25 and with
respect to the Company, Section 5.03 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of

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<PAGE>

any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Agreement, the
Security Documents and such Notes shall be unaffected thereby. In addition, upon
the Company's exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(m), Sections 6.01(o)
through 6.01(p), and Section 6.01(r) through Section 6.01(t) hereof shall not
constitute Events of Default.

         8.04 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations
or a combination thereof, in such amounts as will be sufficient (without
reinvestment) in the opinion of a nationally recognized firm of independent
public accountants selected and paid for by the Company, to pay the principal of
and interest on the Notes on the stated date for payment or on the redemption
date of the principal or installment of principal of or interest on the Notes,
and the Holders must have a valid, perfected, exclusive security interest in
such trust;

         (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Agreement, there has been a change in the
applicable U.S. federal income tax law, in either case to the effect that, and
based thereon such opinion of counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;

         (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be

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<PAGE>

subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Covenant Defeasance had
not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit and the
grant of any Lien securing such borrowing);

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under this Agreement or any
other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company;

         (g) the Company shall have delivered to the Trustee an Officer's
Certificate and an opinion of counsel, each stating that the conditions provided
for in, in the case of the Officer's Certificate, clauses (a) through (f) and,
in the case of the opinion of counsel, clauses (a) (with respect to the validity
and perfection of the security interest), (b) and/or (c), (e) and (h) of this
Section 8.04 have been complied with;

         (h) the Company shall have granted a first priority perfected security
interest in the deposit described in Section 8.04(a) for the benefit of the
Trustee on behalf of the Holders, and the Bank Lenders' Agent shall have
released all Liens with respect thereto and consented to such defeasance on
behalf of the Bank Lenders; and

         (i) in the event all or any portion of the Notes are to be redeemed
through such irrevocable trust, the Company must make arrangements reasonably
satisfactory to the Trustee, at the time of such deposit, for the giving of
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

         8.05 Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Agreement, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to

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<PAGE>

Section 8.04 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants selected and paid for by the Company, expressed
in a written certification thereof delivered to the Trustee (which may be the
opinion delivered under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

         8.06 Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, fees,
Additional Interest, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium and fees, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense of the Company cause to be
published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

         8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or such cash or U.S.
Government Obligations are insufficient to pay the principal of and interest on
the Notes when due, then the Company's obligations under this Agreement and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof; provided, however, that, if the Company makes any payment of principal
of, premium, fees and Additional Interest, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

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                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

         9.01 Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Agreement, the Company and the
Trustee may amend or supplement this Agreement, the Note Guarantees or the Notes
without the consent of any Holder of a Note:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to release any Guarantor from any of its obligations under its Note
Guarantee or this Agreement (to the extent permitted by this Agreement);

         (d) to make any change that does not materially adversely affect the
legal rights hereunder of any Holder of the Notes; or

         (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Agreement under the TIA.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Agreement and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Agreement or under the Security
Documents or otherwise.

         9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Agreement (including Section 4.15 hereof),
the Note Guarantees and the Notes with the consent of the Required Holders
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default (other than a Default in the payment of the principal of,
premium, fees and Additional Interest, if any, or interest on the Notes) under,
or compliance with any provision of, this Agreement, the Note Guarantees or the
Notes may be waived with the consent of the Required Holders (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the

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Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Agreement or
under any Security Document or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Required
Holders may waive compliance in a particular instance by the Company with any
provision of this Agreement or the Notes. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):

         (a) change the maturity of any Note;

         (b) reduce the amount, extend the due date or otherwise affect the
terms of any scheduled payment of premium, fees or Additional Interest on, if
any, or interest on or principal of the Notes;

         (c) change the date on which any Notes are subject to redemption or
otherwise alter the provisions with respect to the redemption of the Notes or
waive a redemption payment with respect to any Note;

         (d) make any Note payable in money or currency other than that stated
in the Notes;

         (e) modify or change any provision of this Agreement or its related
definitions to affect the ranking of the Notes or any Note Guarantee in a manner
that adversely affects the Holders;

         (f) reduce the percentage of Holders necessary to consent to an
amendment or waiver to this Agreement or the Notes;

         (g) impair the rights of Holders to receive payments of principal of or
interest on the Notes;

         (h) release any Guarantor from any of its obligations under its Note
Guarantee or this Agreement, other than as permitted by this Agreement;

         (i) make any change in these amendment and waiver provisions;

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         (j) release Collateral other than in accordance with the procedures set
forth in the Security Documents, or amend, waive or otherwise modify any
provisions in the Note Documents with respect to the release of Collateral;

         (k) except as permitted by this Agreement and the Security Documents,
create any Lien on the Collateral ranking prior to, or on parity with, the
security interest created by this Agreement and the Security Documents or
deprive any Holder of the benefit of the Lien of this Agreement and the Security
Documents; or

         (l) waive a Default or Event of Default in the payment of principal of
or premium or Additional Interest, if any, interest on, or redemption payment
with respect to, any Note (other than a Default in the payment of an amount due
as a result of an acceleration if the Holders rescind such acceleration pursuant
to Section 6.2).

         Any amendment to Section 4.15 or the related definitions that could
adversely affect the rights of any Holder shall require the consent of the
Holders of at least 66 2/3% in aggregate principal amount of the Notes then
outstanding.

         In connection with any amendment, supplement or waiver, the Company
may, but shall not be obligated to, offer any Holder who consents to such
amendment, supplement or waiver, or to all Holders, consideration for such
Holder's consent to such amendment, supplement or waiver.

         9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Agreement or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

         9.04 Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

         9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company may issue
and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

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         9.06 The Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee under this
Agreement, any Security Document or other Note Document or otherwise. If it
does, the Trustee may but need not sign it. The Company may not sign an
amendment or supplemental indenture until the Board of Directors approves it. In
executing any amended or supplemental indenture, the Trustee shall be entitled
to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an
Officer's Certificate and an opinion of counsel.

         9.07 Effect of Amendment of, Refinancing of or Termination of New
              Credit Agreement.

         (a) Notice; Effectiveness. If the New Credit Agreement is amended,
modified, supplemented or terminated, or any provision therein waived, the
Company shall deliver a copy of such waiver, amendment, modification, supplement
or notice of such termination, as the case may be, to the Trustee. In the case
of an amendment, modification or supplement of the New Credit Agreement or
waiver of a provision therein that shall result in the amendment, modification
or supplement of this Agreement or waiver of an Event of Default pursuant to
this Section 9.07, such notice shall also detail such waiver or amendment,
modification or supplement to this Agreement in the form of an amended and
restated indenture, supplemental indenture or other amendment that identifies
such waiver, amendment, modification or supplement with specificity. Any such
waiver with respect to this Agreement or amendment, modification or supplement
to this Agreement shall comply with the TIA as then in effect and be effective
only upon receipt of such notice by the Trustee and the granting of any consent
of Holders required hereby. The provisions of this Section 9.07 shall control
over anything to the contrary in this Agreement. In no event shall any waiver,
amendment, modification or supplement pursuant to this Section 9.07: (i) be used
to cure or avoid an imminent potential Default and/or Event of Default in this
Agreement or an imminent potential default and/ or event of default in the New
Credit Agreement, except as provided in subsection (d) below relating to waivers
of Events of Default, (ii) amend, modify or supersede anything in this Agreement
or the other Note Documents other than Articles IV or V (and/or defined terms
used therein) of this Agreement, or (iii) amend, modify or supersede anything
else that is fundamental to the transactions contemplated by this Agreement,
such as the interest rate and maturity date of the Notes and the rights of the
Holders to transfer or exchange their Notes. Notwithstanding anything to the
contrary in this Section 9.07, no amendment, modification or supplement of any
provision of this Agreement, any Security Document or other Note Document shall
adversely affect the rights, duties, liabilities or immunities of the Trustee
under this Agreement, any Security Document or otherwise without the prior
written consent of the Trustee.

         (b) Change in Accounting Principles. If any change in accounting
principles from those used in the preparation of the audited financial
statements referred to in Section 4.04 hereafter occasioned by the promulgation
of any rule, regulation, pronouncement or opinion by or required by the
Financial Accounting Standards Board (or successors thereto or agencies with
similar functions) result in a change in the method of calculation of financial
covenants, standards or terms found in the covenants contained in the New Credit
Agreement that correspond to Article IV or Article V of this Agreement, then the
method of calculation of

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financial covenants, standards or terms found in Article IV and Article V hereof
shall be automatically changed in the same manner and to the same extent as
provided in the New Credit Agreement.

         (c) Amendment. If there are any amendments, modifications or
supplements to the covenants contained in Articles 6 and 7 (and/or defined terms
used therein) of the New Credit Agreement after the Issue Date, then the
corresponding covenants contained in Articles IV and V (and/or defined terms
used therein) of this Agreement shall be automatically amended, modified or
supplemented in the same manner and to the same extent as provided in the New
Credit Agreement; provided, however, that before this Agreement shall be so
amended, modified or supplemented, the Required Holders must consent to any such
amendments, modifications or supplements of the New Credit Agreement that if
applied to this Agreement would have the effect of:

                  (i) modifying or superseding Section 5.01 (and/or defined
         terms used therein) or otherwise allowing (whether through an
         amendment, modification or supplement of the covenant contained in the
         New Credit Agreement, as of the Issue Date, that corresponds to Section
         5.01 of this Agreement or an amendment, modification, or supplement of
         some other provision or definition of the New Credit Agreement that has
         a corresponding provision or definition herein) the Company and/or the
         relevant Note Parties to incur, assume, suffer to exist, guarantee,
         refinance or otherwise become or remain, directly or indirectly, liable
         with respect to any additional Indebtedness (other than Capital
         Leases), except subordinated Indebtedness (other than Capital Leases)
         which (A) (1) is in an aggregate amount less than or equal to
         $50,000,000 in excess of the amount of subordinated Indebtedness
         permitted under this Agreement, (2) matures later than one year after
         the maturity date of the Notes, (3) has an original issue discount less
         than 10%, and (4) has a rate of interest at the prevailing market
         interest rate applicable for similar Indebtedness measured at the time
         such additional subordinated Indebtedness is incurred, or (B) (1) is
         incurred to refinance the New AMERCO Notes, (2) is in an aggregate
         amount less than or equal to $200,000,000, (3) matures later than one
         year after the maturity date of the Notes, (4) has an original issue
         discount less than 10%, and (5) has a rate of interest at the
         prevailing market interest rate applicable for similar Indebtedness
         measured at the time such additional subordinated Indebtedness is
         incurred,

                  (ii) modifying or superseding Sections 5.04 or 5.21 (and/or
         defined terms used therein) or otherwise allowing (whether through an
         amendment, modification or supplement of the covenant contained in the
         New Credit Agreement that corresponds to Sections 5.04 or 5.21, the
         definition in the New Credit Agreement that corresponds to clause (o)
         of the definition of "Permitted Dispositions" in Section 1.01 or some
         other provision or definition of the New Credit Agreement that has a
         corresponding provision or definition herein) any additional disposal
         of assets, except Permitted Dispositions of Real Property Collateral of
         the type described in clause (o) of the definition of "Permitted
         Dispositions," provided that the aggregate proceeds of such Permitted
         Disposition of Real Property Collateral in excess of $75,000,000 in
         total after the Issue Date shall be used only to permanently reduce the
         first priority Indebtedness incurred by the Note Parties under the New
         Credit Agreement,

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                  (iii) amending or superseding the definition of "ECF Carry
         Forward Amount" or "Excess Availability Test" in Section 1.01 or the
         provisions in which such definitions are used,

                  (iv) modifying or superseding Section 5.08 (and/or defined
         terms used therein) or otherwise amending (whether through an
         amendment, modification or supplement of the covenant contained in the
         New Credit Agreement that corresponds to Section 5.08 or some other
         provision or definition of the New Credit Agreement that has a
         corresponding provision or definition herein) the amounts allowed for
         any prepayment or amendment in accordance with Section 5.08 as of the
         Issue Date,

                  (v) modifying or superseding Section 5.11 (and/or defined
         terms used therein) or otherwise amending (whether through an
         amendment, modification or supplement of the covenant contained in the
         New Credit Agreement that corresponds to Section 5.11 or some other
         provision or definition of the New Credit Agreement that has a
         corresponding provision or definition herein) the amounts allowed for
         any distribution in accordance with Section 5.11 as of the Issue Date,
         other than as currently provided for in this Agreement,

                  (vi) modifying or superseding Section 5.09 or otherwise
         amending (whether through an amendment, modification or supplement of
         the covenant contained in the New Credit Agreement, as of the Issue
         Date, that corresponds to Section 5.09 of this Agreement, the
         definition in the New Credit Agreement that corresponds to the
         definition of "Change of Control" in Section 1.01 or some other
         provision or definition of the New Credit Agreement that has a
         corresponding provision or definition herein) the change of control
         restrictions contained in Section 5.09 as of the Issue Date,

                  (vii) modifying or superseding Section 5.14 or otherwise
         amending (whether through an amendment, modification or supplement of
         the covenant contained in the New Credit Agreement, as of the Issue
         Date, that corresponds to Section 5.14 of this Agreement, the
         definition in the New Credit Agreement that corresponds to the
         definition of "Affiliate" in Section 1.01 or some other provision or
         definition of the New Credit Agreement that has a corresponding
         provision or definition herein) the restrictions on transactions with
         Affiliates contained in Section 5.14 as of the Issue Date,

                  (viii) modifying or superseding clause (k) of the definition
         of "Permitted Investment" in Section 1.01 or otherwise amending
         (whether through an amendment, modification or supplement of the
         definition contained in the New Credit Agreement, as of the Issue Date,
         that corresponds to clause (k) of the definition of "Permitted
         Investment" in Section 1.01 or some other provision or definition of
         the New Credit Agreement that has a corresponding provision or
         definition herein) the ability of the Note Parties to make Investments
         (other than those contained in (a) through (j) of the definition of
         "Permitted Investments" contained in Section 1.01) in the aggregate
         amount in excess of $10,000,000,

                  (ix) modifying or superseding Section 5.02 or otherwise
         allowing (whether through an amendment, modification or supplement of
         the covenant contained

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         in the New Credit Agreement, as of the Issue Date, that corresponds to
         Section 5.02 of this Agreement, the definition in the New Credit
         Agreement that corresponds to the definition of "Permitted Liens" in
         Section 1.01 or some other provision or definition of the New Credit
         Agreement that has a corresponding provision or definition herein)
         additional Liens,

                  (x) permitting the Applicable Amounts for any consecutive
         twelve month period contained in Section 5.19(a) of this Agreement to
         be less than 85% of the Applicable Amounts stated therein as of the
         Issue Date or permitting the quarterly EBITDA minus Capital Expenditure
         covenant established for each fiscal quarter after March 2007 pursuant
         to Section 5.19(a) of this Agreement to be less than 85% of such amount
         after being established by the Required Lenders,

                  (xi) permitting the Capital Expenditures to increase in any
         one fiscal year more than $50,000,000 above the scheduled amounts
         permitted and those amounts established for any fiscal year after 2007
         pursuant to the provisions in Section 5.19(b), or

                  (xii) if the Class B Notes are outstanding, amending or
         superseding any financial covenant or any part thereof in this
         Agreement (including, without limitation, as of the Issue Date,
         Sections 5.01, 5.02, 5.04, 5.06, 5.08, 5.09, 5.11, 5.13, 5.14, 5.19 and
         5.21).

         (d) Waiver of Default. If the Class B Notes are not outstanding, and
the Bank Lenders' Agent or Required Lenders, as the case may be, waives or
partially waives any event of default or any part thereof contained in the New
Credit Agreement that corresponds, as of the Issue Date, to an Event of Default
under Section 6.01(d) of this Agreement or an Event of Default under Section
6.01(e) that relates to a Default under Sections 4.03 or 4.05 of this Agreement,
the corresponding Event of Default or part thereof shall be automatically deemed
waived by the Required Holders in the same manner and to the same extent waived
under the New Credit Agreement.

         (e) Refinancing. If the New Credit Agreement is refinanced, the
covenants contained in this Agreement shall remain in the same form as they
exist on the date of the refinancing. Thereafter, if there is an amendment,
modification or supplement to any covenants in the refinanced New Credit
Agreement, subsections (b), (c) and (d) above shall not apply, and the Trustee,
the Holders of the Notes and the Note Parties agree to negotiate in good faith
on replacement provisions for such subsections.

         (f) Termination. If the New Credit Agreement is terminated,
extinguished or otherwise not in force while the Notes are outstanding and this
Agreement is still in effect, references to provisions, sections, articles,
exhibits and schedules of the New Credit Agreement shall be incorporated herein
and the following terms shall be replaced mutatis mutandis:

                  (i) "Required Lenders" shall be replaced with the term
         "Required Holders"; and

                  (ii) "Bank Lenders' Agent" shall be replaced with the term
         "Trustee".

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The parties agree that if the New Credit Agreement is terminated, extinguished
or otherwise not in force, the affected provisions of this Agreement shall be
interpreted in such a manner as to minimize any change in the application of
such provisions from the application of such provisions when the New Credit
Agreement was in effect.

         9.08 WP Carey Transaction.

         Notwithstanding anything to the contrary contained herein, in a Note
Document or a Security Document, each Note Party, each Holder and the Trustee
hereby stipulate and agree that in the event the Company provides the Trustee
with an Officer's Certificate stating that the terms and conditions of any
transaction constituting the WP Carey Transaction comply with the provisions of
Section 5.01(i) hereof, then any special purpose entity formed by a Note Party
after the Issue Date solely for the purpose of consummating such WP Carey
Transaction shall not be subject to the representations, warranties and
covenants in this Agreement and the other Note Documents and Security Documents.

                                   ARTICLE X

                                 NOTE GUARANTEES

         10.01 Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, subject to this Article X, each of the Guarantors
hereby, jointly and severally, fully and unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Agreement, the Notes or the obligations of the Company hereunder or
thereunder, that: (a) the principal of and interest on, and premium and fees on,
if any, the Notes will be promptly paid in full when due, whether at maturity,
by acceleration, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes, if any, if lawful, and all other obligations of
the Company to the Holders or the Trustee hereunder or under the Notes, the
Security Documents or other Note Documents will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise (all such obligations guaranteed hereby
being the "Guaranteed Obligations"). Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

         This guarantee is irrevocable, absolute, present and unconditional.
Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly
in accordance with the terms of this Agreement, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Trustee or the Holders with respect thereto.
The liability of each Guarantor under its Guarantee herein shall be absolute and
unconditional irrespective of:

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                  (i) the validity, assignment, enforceability, avoidance,
         novation or subordination of, in whole or in part, any of the
         Guaranteed Obligations, this Agreement or the other Note Documents with
         respect to the Company or any agreement or instrument relating thereto;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations, or any
         other amendment or waiver of or any consent to departure from this
         Agreement, including any increase in the Guaranteed Obligations
         resulting from the extension of additional credit to the Company or
         otherwise;

                  (iii) the failure to give notice to such Guarantor of the
         occurrence of a Default or Event of Default under the provisions of
         this Agreement or the other Note Documents;

                  (iv) any taking, exchange, release or nonperfection of any
         collateral, or any taking, release or amendment or waiver of or consent
         to departure from any other guaranty, for all or any of the Guaranteed
         Obligations;

                  (v) any manner of application of Collateral, or proceeds
         thereof, or payments and credits hereunder, to all or any of the
         Guaranteed Obligations, or any manner of sale or other disposition of
         any collateral or any other assets of the Company;

                  (vi) any failure, omission, delay by or inability on the part
         of the Trustee or the Holders to assert or exercise any right, power or
         remedy conferred on the Trustee or the Holders in this Agreement or the
         other Note Documents;

                  (vii) any change in the corporate structure, or termination,
         dissolution, consolidation or merger of the Company or any guarantor
         (including any other Guarantor) with or into any other entity, the
         voluntary or involuntary liquidation, dissolution, sale or other
         disposition of all or substantially all the assets of the Company or
         any guarantor (including any other Guarantor), the marshaling of the
         assets and liabilities of the Company or any guarantor (including any
         other Guarantor), the receivership, insolvency, bankruptcy, assignment
         for the benefit of creditors, reorganization, arrangement, composition
         with creditors, or readjustment of, or other similar proceedings
         affecting the Company or any guarantor (including any other Subsidiary
         Guarantor), or any of the assets of any of them, or except as set forth
         herein, any change in the ownership of such Guarantor;

                  (viii) the assignment of any right, title or interest of the
         Trustee or any Holder in this Agreement or the other Note Documents to
         any other Person;

                  (ix) any extension or renewal of any of the Guaranteed
         Obligations;

                  (x) any exchange, surrender, substitution, modification of any
         collateral security for the Guaranteed Obligations of any Guarantor or
         the release of any security held by any Holder or the Trustee for the
         Guaranteed Obligations of any Guarantor, or the failure of the Trustee
         or any other Person to take any steps to perfect

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         and maintain its security interest in, or to preserve its rights to,
         any security or collateral for the Guaranteed Obligations;

                  (xi) the election by, or on behalf of, any one or more of
         Holders and the Trustee, in any proceeding instituted under Chapter 11
         of the Bankruptcy Law;

                  (xii) any borrowing or grant of a security interest by the
         Company, as debtor-in-possession, under Section 364 of the Bankruptcy
         Law;

                  (xiii) the disallowance, under Section 502 of the Bankruptcy
         Law, of all or any portion of the claims of any of Holders or the
         Trustee for repayment of all or any part of the Guaranteed Obligations
         or any expenses described in this Section;

                  (xiv) any refusal of payment by the Trustee or any Holder, in
         whole or in part, from any obligor or guarantor in connection with any
         of the Guaranteed Obligations, whether or not with notice to, or
         further assent by, or any reservation of rights against, Company or any
         Guarantor;

                  (xv) any defense, setoff, cross claim or counterclaim which
         may at any time be available to or asserted by or against any Guarantor
         or Company; or

                  (xvi) any other event or circumstance (including any statute
         of limitations), whether foreseen or unforeseen and whether similar or
         dissimilar to any of the foregoing, that might otherwise constitute a
         defense available to, or a discharge of, the Company or a guarantor
         (including any other Guarantor), other than payment in full of the
         Guaranteed Obligations; it being the intent of such Guarantor that its
         obligations hereunder shall not be discharged except by payment of all
         amounts owing pursuant to this Agreement or the Notes and except as
         otherwise provided in Section 10.07 or Article VIII.

Each Guarantor hereby waives: (i) promptness, diligence, presentment, demand of
payment, (ii) filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any Guarantor, any other Subsidiary of the Company or
any other obligor under the Notes, (iii) any right to require a proceeding first
against the Company, any Guarantor, any other Subsidiary of the Company or any
other obligor under the Notes, (iv) protest, notice and all demands whatsoever,
(v) any requirement that the Trustee, any Holder or any other Person protect,
secure and perfect or insure any Lien or any property subject thereto or exhaust
any right to take any action against the Company or any other Person or any
Collateral, or obtain any relief pursuant to this Agreement or pursue any other
available remedy, (vi) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES, (vii)
any defense arising by reason of any claim or defense based upon an election of
remedies by the Trustee or any Holder which in any manner impairs, reduces,
releases or otherwise affects its subrogation, contribution or reimbursement
rights or other rights to proceed against the Company or any other Person or any
Collateral; (viii) any duty on the part of the Trustee or any Holder to disclose
to such Guarantor any matter, fact or thing relating to the business, operation
or condition of the Company and its assets now or hereafter known by the Trustee
or such Holder; (ix) all notices of the existence,

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creation or incurring of new or additional indebtedness, arising either from
additional financial accommodations extended to the Company or otherwise; and
(x) any defense based upon any requirement of law which provides that the
obligation of a surety must be neither large in amount nor in other respects
more burdensome than that of the principal.

         Each Guarantor covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and this Agreement.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors, any other Subsidiary of the Company, any
other obligor under the Notes, or any Custodian, trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors, any
amount paid by either to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor
that makes payments under its Note Guarantee is entitled to a contribution from
each other Guarantor in a pro rata amount based on the net assets of each
Guarantor.

         Each Guarantor agrees that the obligations under this Agreement and the
Note Documents may be extended or renewed, in whole or in part, without notice
or further assent from such Guarantor and that such Guarantor will remain bound
under this Article X notwithstanding the extension or renewal of any such
obligation.

         10.02 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Note Guarantee will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees under the New Credit
Agreement) and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to its contribution obligations
under this Agreement, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law.

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         10.03 Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit C shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Agreement
shall be executed on behalf of such Guarantor by an Officer.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Agreement or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Agreement on behalf of the Guarantors.

         10.04 Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 5.03, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor.

         In case of any such permitted consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee in form substantially similar to Exhibit D
hereof, of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Agreement to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under this Agreement as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of
this Agreement as though all of such Note Guarantees had been issued at the date
of the execution hereof.

         10.05 Rights under the Note Guarantees.

         No payment by any Guarantor pursuant to the provisions hereof shall
entitle such Guarantor to any payment out of any Collateral or give rise to any
claim of the Guarantors against the Trustee or any Holder.

         Each Guarantor waives notice of the issuance, sale and purchase of the
Notes and notice from the Trustee or the Holders from time to time of any of the
Notes of their acceptance and reliance on its Note Guarantee.

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         No set-off, counterclaim, reduction or diminution of any obligation or
any defense of any kind or nature (other than performance by the Guarantors of
their obligations hereunder) that any Guarantor may have or assert against the
Trustee or any Holder shall be available hereunder to such Guarantor.

         10.06 Primary Obligations.

         The Obligations of each Guarantor hereunder shall constitute a guaranty
of payment and not of collection. Each Guarantor agrees that it is directly
liable to each Holder hereunder, that the obligations of each Guarantor
hereunder are independent of the Obligations of the Company or any other
Guarantor, and that a separate action may be brought against each Guarantor,
whether such action is brought against the Company or any other Guarantor or
whether the Company or any other Guarantor is joined in such action. Each
Guarantor agrees that its liability hereunder shall be immediate and shall not
be contingent upon the exercise or enforcement by the Trustee or the Holders of
whatever remedies they may have against the Company or any other Guarantor or
the enforcement of any lien or realization upon any security the Trustee may at
any time possess. Each Guarantor agrees that any release that may be given by
the Trustee or the Holders to the Company or any other Guarantor shall not
release such Guarantor.

         10.07 Waiver of Subrogation and Contribution.

         Until this Agreement has been discharged, each Guarantor hereby
irrevocably waives any claim or other right which it may now or hereafter
acquire against the Company or any guarantor (including any other Guarantor)
that arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under its Note Guarantee herein, including any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Trustee or any Holder against
the Company or any guarantor or any Collateral which the Trustee or any Holder
now has or hereafter acquires, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including the right to take
or receive from the Company, directly or indirectly, in cash or other property
or by setoff or in any other manner, payment or security on account of such
claim or other rights. If any amount shall be paid to such Guarantor in
violation of the preceding sentence and the Guaranteed Obligations shall not
have been paid in full, such amount shall be deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Trustee
and the Holders, and shall forthwith be paid to the Trustee for the benefit of
the Holders to be credited and applied to the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of this Agreement. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Agreement and that the waivers
set forth in this Section 10.07 are knowingly made in contemplation of such
benefits.

         10.08 Cumulative Remedies.

         The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. The Trustee and the Holders shall have all the rights
and remedies granted in this Agreement and the other Note Documents and
available at law or in equity, and these same

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rights and remedies may be pursued separately, successively or concurrently
against the Company or any Guarantor, or any Collateral.

         10.09 Successors and Assigns. This Article X shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Agreement and in the other Note
Documents shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Agreement.

         10.10 Guarantee by Future Subsidiaries.

         Pursuant to Section 5.13 of this Agreement, any new Subsidiary formed
or acquired after the Issue Date shall become a Guarantor under this Agreement
and shall deliver all such Note Documents required pursuant to Section 5.13.

                                   ARTICLE XI

                                   COLLATERAL

         11.01 Delivery of Security Documents.

         (a) Not later than the Issue Date (except as otherwise set forth
below), the Company and the Guarantors party thereto shall have executed and
delivered to the Trustee for the benefit of the Holders:

                  (i) One or more Uniform Commercial Code filing authorization
         letters, duly executed by each Note Party or its representative,
         together with appropriate financing statements on Form UCC-1 duly filed
         in such office or offices as may be necessary to perfect the Trustee's
         Liens in and to the Collateral of such Note Party, and the Trustee
         shall have received confirmation of the filing of all such financing
         statements;

                  (ii) Each of the following documents, duly executed, and each
         such document shall be in full force and effect:

                           (1) The Collateral Access Agreements with respect to
         the locations set forth on Schedule 3.1(d) of the New Credit Agreement,

                           (2) the Control Agreement,

                           (3) the Copyright Security Agreement,

                           (4) the Environmental Indemnity Agreements,

                           (5) the Guarantor Security Agreement, which shall,
         among other things, grant the Trustee a Lien on the Reservation
         Management System,

                           (6) the Guaranty Agreement,

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                           (7) the Note Guarantees,

                           (8) the Patent and Trademark Security Agreement,

                           (9) the Quebec Security Documents, and

                           (10) the Stock Pledge Agreement;

                           (11) the Agency Letter;

                           (12) the Mortgages and related fixture filings; and

                           (13) the Mortgage Policies

                           (14) the security documents entered into by the
         Canadian subsidiaries.

                  The items set forth in this Section 11.01(a), and any other
         security agreement, instrument, filing, certificate or similar document
         entered into, now or in the future, by any Note Party in connection
         with this Agreement and accepted by the Trustee, are collectively
         referred to as the "Security Documents".

         (b) Within 30 days of the Issue Date, the Note Parties shall deliver to
the Trustee certified copies of the policies of insurance, together with the
endorsements thereto, as are required by Section 4.08, the form and substance of
which shall be reasonably satisfactory to the Trustee and its counsel.

         (c) Within 150 days after the Issue Date, the Company shall, or shall
cause the other Note Parties to:

                  (i) (1) register, or cause to be registered, with the State of
         Arizona each Vehicle (excluding any trailer) owned by any Borrower or
         any Guarantor (other than U-Haul Co. of Alaska or U-Haul of Hawaii,
         Inc.) and (2) obtain a new Certificate of Title for each such Vehicle
         registered pursuant to clause (1) naming (A) (x) U-Haul (Canada) as the
         registered owner of such Vehicles operated primarily in Canada, or (y)
         U-Haul Co. of Arizona, an Arizona corporation, as the registered owner
         of all other such Vehicles, (B) on new Certificates of Title obtained
         prior to May 21, 2003, "FOOTHILL CAPITAL CORP.", as the first priority
         lienholder thereon and "WELLS FARGO BANK, N.A., TRUSTEE", as second
         priority lienholder only to the Bank Lenders' Agent and (C) on new
         Certificates of Title obtained on or after May 21, 2003, "WELLS FARGO
         FOOTHILL, INC., AS AGENT" or, if space does or did not permit,
         "WELLSFARGO FOOTHILL AGENT", as the first priority lienholder thereon
         and "WELLS FARGO BANK, TRUSTEE," as the second priority lienholder only
         to the Bank Lenders' Agent;

                  (ii) (1) register, or cause to be registered, with the State
         of Alaska each Vehicle (excluding any trailer) owned by U-Haul Co. of
         Alaska, and (2) obtain a new Certificate of Title for each such Vehicle
         registered pursuant to clause (1) naming (A) U-Haul Co. of Alaska, an
         Alaskan corporation, as the registered owner and (B) "WELLS FARGO
         FOOTHILL, INC., AS AGENT" or, if space does or did not permit,

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         "WELLSFARGO FOOTHILL AGENT", as the first priority lienholder thereon
         and "WELLS FARGO BANK, TRUSTEE," as the second priority lienholder only
         to the Bank Lenders' Agent;

                  (iii) (1) register, or cause to be registered, with the State
         of Hawaii each Vehicle (excluding any trailer) owned by U-Haul of
         Hawaii, Inc. and (2) obtain a new Certificate of Title for each such
         Vehicle registered pursuant to clause (1) naming (A) U-Haul of Hawaii,
         Inc., a Hawaiian corporation, as the registered owner and (B) "WELLS
         FARGO FOOTHILL, INC., AS AGENT" or, if space does or did not permit,
         "WELLSFARGO FOOTHILL AGENT", as the first priority lienholder thereon
         and "WELLS FARGO BANK, TRUSTEE," as the second priority lienholder only
         to the Bank Lenders' Agent; and

                  (iv) (1) deliver such original Certificates of Title after
         registration thereof to Roberta Holmes or Joan Gibson at the Company's
         location at 2727 North Central, Phoenix, Arizona 85004, (2) deliver to
         the Trustee evidence of approval from the State of Arizona for
         Borrowers to process and register the Certificates of Title, in form
         and substance reasonably satisfactory to the Trustee, and (3) deliver
         to the Trustee a fidelity insurance policy naming the Trustee as loss
         payee or bond endorsed to the Trustee, in each case in form and
         substance reasonably satisfactory to Trustee;

         The address of the Trustee on the Certificates of Title shall be the
Company's chief executive office located at 2727 North Central, Phoenix,
Arizona.

         If at least ninety percent (90%) of the Certificates of Title are not
registered in accordance with this Section 11.01(c) within 150 days after the
Issue Date, then the Company shall notify in writing the Trustee of such and the
applicable interest rate on the Notes shall automatically increase by
twenty-five (25) basis points retroactive to, and commencing on, the Issue Date,
and shall increase an additional twenty-five (25) basis points each succeeding
ninety-first day thereafter up to a maximum increase of one hundred (100) basis
points (i.e., an applicable interest rate on the Notes of ten percent (10%) per
annum) until such time as at least ninety percent (90%) of the Certificates of
Title are registered in accordance herewith. The increase in interest set forth
in this paragraph shall (1) occur automatically, (2) not require the Trustee to
declare a Default, give notice to any Note Party, or take any other action, (3)
not be considered an enforcement action or remedy, and (4) be in addition to,
and not in substitution of, any other Additional Interest, default interest or
higher interest rate due for overdue payments that may from time to time be due
and payable under this Agreement or under the Notes for any reason. Interest
accrued retroactively in accordance herewith shall be due and payable by the
Company on the 5th Business Day after the 150th day after the Issue Date without
notice or demand therefor.

         (d) Within 60 days of the Issue Date, Borrowers shall have received and
delivered to the Trustee zoning letters, in form and substance delivered to Bank
Lenders' Agent, duly executed by the appropriate Governmental Authorities, for
the Real Property Collateral located at the locations on Schedule 3.2(d) of the
New Credit Agreement;

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         (e) Within 60 days of the Issue Date, the Trustee shall have received
subordination, non-disturbance and attornment agreements duly executed by the
applicable Note Party and tenant in favor of the Trustee with respect to the
properties set forth on Schedule 3.2(e) of the New Credit Agreement, the form
and substance of which are reasonably satisfactory to the Trustee;

         (f) Promptly after delivering the Credit Card Agreements and the Cash
Management Agreements to the Bank Lenders' Agent, Borrowers shall deliver copies
of such agreements to the Trustee;

         (g) Borrower shall deliver a copy of Schedule 3.1(w) of the New Credit
Agreement setting forth the book values of all box-trucks, cargo vans and pickup
trucks owned by the Note Parties as of the Issue Date, that are or will be
subject to the Trustee's Lien, and promptly after any revision, supplement or
amendment thereof, Borrowers shall deliver a copy of such schedule as revised,
supplemented or amended to the Trustee; and

         (h) The Bank Lenders' Agent shall have received Uniform Commercial
Code, tax and judgment lien searches confirming the absence of, and mortgage
releases, termination statements and other release documents from JPMorgan and
any other Person necessary to release, any Liens on the Collateral, other than
the Permitted Liens, in accordance with the terms of the New Credit Agreement.

         11.02 Recording and Opinions.

         (a) Not later than the Issue Date, the Company and the Guarantors, at
their sole expense, will cause the Security Documents to be recorded, registered
and filed in such manner and in such places as may be necessary or as may be
reasonably requested by the Trustee to create or perfect the Liens in the
Collateral intended to be created by the Security Documents. Thereafter, until
the release of the Collateral as provided in Section 11.04 or in the Security
Documents, the Company and the Guarantors, at their sole expense, will cause the
Security Documents to be re-recorded, re-registered or refiled in such manner
and in such places as may be necessary or as may be reasonably requested by the
Trustee in order to fully preserve and protect the Liens in the Collateral
created by the Security Documents.

         (b) The Company shall furnish to the Trustee within three months after
the execution and delivery of this Agreement, an opinion or opinions of counsel
required under Section 314(b)(1) of the TIA, and within five Business Days after
each anniversary of the Issue Date, an opinion of counsel required under Section
314(b)(2) of the TIA.

         11.03 Possession and Use of Collateral.

         So long as no Event of Default has occurred and is continuing, the Note
Parties will have the right to remain in possession of and exercise complete
control over the Collateral, except for such of the Collateral as is required to
be in the possession of the Bank Lenders' Agent, the Trustee or the Bank
Lenders' Collateral Agent in order to perfect the Liens in such Collateral
granted by the Security Documents. Notwithstanding anything herein or in any
other Note Document to the contrary, in the event a Note Party is required
hereunder or under the other Note Documents to deliver possession or control of
any Collateral to the Trustee in order to perfect the

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Trustee's Lien thereon, such requirement may be satisfied by delivering such
possession or control, as of the Issue Date, to the Bank Lenders' Agent, and
after the Issue Date, to such collateral agent or bailee as the Trustee may from
time to time designate in writing; provided, however, that so long as Bank
Lenders' Collateral Agent serves as Trustee's bailee for perfection pursuant to
the Intercreditor Agreement, such bailee shall be the Bank Lenders' Collateral
Agent. The Note Parties and the Trustee agree to take such other reasonable
efforts as may be necessary or appropriate to perfect the Trustee's Liens with
respect to Collateral upon which Liens are perfected by means other than notice.

         11.04 Release and Disposition of Collateral.

         The Collateral shall be released from the Lien of the Security
Documents as expressly provided therein and the Trustee shall release any Lien
on any Collateral:

         (a) upon satisfaction and discharge of this Agreement as provided in
Article XII hereof;

         (b) upon Legal Defeasance or Covenant Defeasance as provided in Article
VIII hereof; provided, however, that any and all funds deposited for the benefit
of the Trustee on behalf of the Holders in connection with any Legal or Covenant
Defeasance shall remain subject to a Lien in favor of the Trustee, for the
benefit of the Holders,

         (c) constituting property being sold or disposed of if a release is
required or desirable in connection therewith and if the Company certifies to
the Trustee that the sale or disposition is permitted under Section 5.04 of this
Agreement or the other Note Documents (and the Trustee may rely conclusively on
any such certificate, without further inquiry),

         (d) constituting property in which no Note Party owned any interest at
the time the Trustee's Lien was granted or at any time thereafter, or

         (e) constituting property leased to a Note Party under a lease that has
expired or is terminated in a transaction permitted under this Agreement.

         Except as provided above or in the Intercreditor Agreement, the Trustee
will not execute and deliver a release of any Lien on any Collateral without the
prior written authorization of (i) if the release is of all or any substantial
portion of the Collateral (which shall be deemed to include sales or other
dispositions of Collateral with a Fair Market Valuation in excess of $35,000,000
over the Fair Market Valuation of the Collateral that may be sold or otherwise
disposed of under Section 5.04 hereof), all of the Holders of the Notes, or (ii)
otherwise, the Required Holders. Upon request by the Trustee or the Company at
any time, the Holders of the Notes will confirm in writing Trustee's authority
to release any such Liens on particular types or items of Collateral pursuant to
this Section 11.04; provided, however, that (1) the Trustee shall not be
required to execute any document necessary to evidence such release on terms
that, in Trustee's opinion, would expose the Trustee to liability or create any
obligation or entail any consequence other than the release of such Lien without
recourse, representation, or warranty, and (2) such release shall not in any
manner discharge, affect, or impair the Obligations or any Liens (other than
those expressly being released) upon (or obligations of Note Parties in respect
of) all interests retained by Note Parties, including, the proceeds of any sale,
all of which shall continue to constitute part of the Collateral.

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         The Holders hereby irrevocably appoint and authorize the Collateral
Trustee to act as collateral agent hereunder and under the Security Documents
with such powers as are delegated to the Trustee (with respect to the
Collateral) and/or the Collateral Trustee by the express terms of this Agreement
and the Security Documents, together with such other powers as are incidental
thereto.

         The Note Parties shall take all necessary action with respect to the
recording or filing of the Security Documents, all necessary Uniform Commercial
Code financing, amendment and/or continuation statements, and any other
instruments of further assurance, and for taking all other actions necessary to
create and maintain the validity, perfection and priority of Trustee's Liens
(second in priority only to the first priority security interests granted to the
Bank Lenders' Agent pursuant to the New Credit Agreement and the other Loan
Documents (as defined in the New Credit Agreement)). If the Collateral Trustee
shall become aware of any such failure to maintain the validity, perfection and
priority of the Trustee's Liens, the Collateral Trustee shall be responsible for
any required recording or filing of the Security Documents, all necessary
Uniform Commercial Code financing, amendment and/or continuation statements, and
any other instruments of further assurance, and for taking all other actions
described in this Agreement as being advisable to remedy any such failure to
maintain the validity, perfection and priority of the Trustee's Liens (second in
priority only to the first priority security interests granted to the Bank
Lenders' Agent pursuant to the New Credit Agreement and the other Loan Documents
(as defined in the New Credit Agreement)). The Trustee and Collateral Trustee
shall not be responsible for seeing that any of the Collateral is adequately
insured, or for the sufficiency of the security for the Notes; provided,
however, that if a Responsible Officer of the Trustee has actual knowledge that
the Collateral is not adequately insured, it shall notify the appropriate Note
Party of such inadequacy and its obligation to adequately insure such Collateral
in accordance with this Agreement and the Security Documents.

         The Collateral Trustee (which term as used in this Agreement shall
include reference to its affiliates and its own and its affiliates' officers,
directors, employees and agents acting in capacities on behalf of the Collateral
Trustee): (i) shall have no duties or responsibilities except those expressly
set forth or directed in connection with this Agreement and the Security
Documents, (ii) shall not be responsible to any Holder for any recitals,
statements, representations or warranties contained in this Agreement or the
other Note Documents or in any certificate or other document received by it
under this Agreement or other Note Documents, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
other Note Documents or any other Person to perform any of its obligations
hereunder or under the Note Documents and (iii) shall not be responsible to any
Holder for any action taken or omitted to be taken by it hereunder or under any
Note Document, except for its own negligence or willful misconduct. The
Collateral Trustee's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession shall be to deal with
it in the same manner as the Collateral Trustee deals with similar property for
its own account. The Collateral Trustee may employ agents and attorneys-in-fact
selected by it in good faith. The Collateral Trustee shall be entitled to rely
upon any certification, notice or other communication (including any thereof, by
telephone, telex, telegram or cable) believed by it in good faith to be genuine
and correct and to have been signed or sent by or on behalf of the proper Person
or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Collateral Trustee.

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         Each Holder of the Notes by its acceptance thereof (and each subsequent
holder of any of the Notes by its acceptance thereof), agrees that it has not
relied upon the Trustee or Collateral Trustee in making its own credit analysis
and evaluation of the Note Parties and filings relating thereto and its own
decision to acquire the interest in one or more of the Notes and that it will,
independently and without reliance upon the Trustee or Collateral Trustee and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own analysis and decisions with respect to any
purchase or sale of the Notes. Except as expressly required of each of Trustee
and Collateral Trustee hereunder or under the other Note Documents, neither the
Trustee nor the Collateral Trustee shall be required to keep itself informed as
to the performance or observance by the Note Parties of this Agreement or any
other Note Document or to inspect the properties or books of any Person. Except
for notices, reports and other documents required to be provided upon request of
a Holder hereunder, the Trustee and Collateral Trustee shall not have any duty
or responsibility to provide the Holders with any credit or other information
concerning the affairs, financing condition or business of the Note Parties (or
any of their respective subsidiaries or other affiliates) which may come into
the possession of the Trustee or Collateral Trustee.

         The Company and each other Note Party will pay upon demand to the
Collateral Trustee the amount of any and all reasonable out-of-pocket expenses,
including the reasonable fees and expenses of its counsel (and any local
counsel) and of any experts and agents, which the Collateral Trustee may incur
in connection with (i) the administration of the Security Documents, (ii) the
custody or preservation of, or the sale, collection from, or other realization
upon, any of the Collateral, (iii) the exercise or enforcement (whether through
negotiations, legal proceedings or otherwise) of any of the rights of the
Collateral Trustee under this Agreement or the Security Documents (iv) the
failure by any Note Party or any Person (other than the Trustee or Collateral
Trustee) to perform or observe any of the provisions of this Agreement or the
Security Documents.

         Notwithstanding any provision in the Note Documents to the contrary,
the Holders of the Notes hereby irrevocably authorize the Trustee, and the
Trustee hereby agrees that it shall, upon the written request of Company,
execute, have acknowledged as appropriate, and deliver to Company such release
documents as are reasonably necessary or appropriate under the circumstances to
effect the release of any Collateral to the extent the sale of such Collateral
is permitted under this Agreement. The Trustee shall deliver any such release
documents to Company (or, if applicable, any closing attorney) to hold in escrow
pending the closing of the related transaction. In the event the closing of such
transaction does not occur, Company shall promptly return to the Trustee the
release documents executed and delivered by the Trustee.

         To the extent applicable, the Company shall cause TIA Section 314(d) to
be complied with in connection with any release of Collateral from the Liens of
the Security Documents. Any certificate or opinion required by TIA Section
314(d) may be made by means of an Officer's Certificate, except in cases in
which TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person.

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         11.05 Intercreditor Agreement.

         Not later than the Issue Date, the Trustee and the Bank Lenders'
Collateral Agent, shall have entered into the Intercreditor Agreement. Each
Holder agrees to be bound by the terms of the Intercreditor Agreement. The Note
Parties are not a party to, nor beneficiary of, such Intercreditor Agreement,
and nothing in this paragraph nor the Intercreditor Agreement shall impair,
limit or otherwise affect the grant of security interest herein or any of the
Note Parties duties or obligations under the Note Documents.

         11.06 Grant of Security Interest.

         Each Note Party hereby grants to the Trustee, for the benefit of the
Holders, a continuing security interest (second only to the first priority
security interests granted to Bank Lenders' Agent pursuant to the New Credit
Agreement and the other Loan Documents (as defined in the New Credit Agreement))
in all of its right, title, and interest in all of its currently existing and
hereafter acquired or arising assets (other than Excluded Assets), including
without limitation, its right, title and interest in and to Personal Property
Collateral, in order to secure prompt repayment of any and all of the
Obligations hereunder in accordance with the terms and conditions of the Note
Documents and in order to secure prompt performance by the Note Parties of each
of their covenants and duties under the Note Documents. The Trustee's Liens in
and to such assets, including, without limitation, the Personal Property
Collateral, shall attach to all such assets without further act on the part of
the Trustee or the Note Parties. Anything contained in this Agreement or any of
the Note Document to the contrary notwithstanding, except for Permitted
Dispositions, the Note Parties have no authority, express or implied, to dispose
of any item or portion of such assets.

         11.07 Negotiable Collateral and Chattel Paper.

         Each Note Party covenants and agrees with Agent that from and after the
Closing Date and until the date of release of the Collateral in accordance with
Section 11.04 hereof:

         (a) In the event that any Collateral, including proceeds, is evidenced
by or consists of Negotiable Collateral of any Note Party, and if and to the
extent that perfection of priority of the Trustee's security interest with
respect to such Collateral is dependent on or enhanced by possession, the
applicable Note Party immediately shall endorse and deliver physical possession
of such Negotiable Collateral to the Trustee;

         (b) Upon request by the Trustee, each Note Party shall take all steps
reasonably necessary to grant the Trustee control of all electronic Chattel
Paper of such Note Party in accordance with the Code and all "transferable
records as defined in each of the Uniform Electronic Transactions Act and the
Electronic Signatures in Global and National Commerce Act to the extent that
such steps do not conflict with the terms and provisions of the New Credit
Agreement;

         (c) In the event any Note Party, with Trustee's consent, retains
possession of any Chattel Paper or instruments otherwise required to be endorsed
and delivered to the Trustee pursuant to Section 11.07(a), all of such Chattel
Paper and instruments shall be marked with the following legend: "This writing
and the obligations evidenced or secured thereby are subject to

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the security interest (second in priority only to the first priority security
interests granted to Wells Fargo Foothill, Inc., as agent, pursuant to that Loan
and Security Agreement dated as of March 1, 2004) of Wells Fargo Bank, N.A., as
the Trustee under the Indenture, dated as of March 1, 2004, for the 9% Second
Lien Senior Secured Notes Due 2009".

         11.08 Collection of Accounts, General Intangibles, and Negotiable
               Collateral.

         At any time after the occurrence and during the continuation of an
Event of Default, the Trustee or the Trustee's designee may (a) notify Account
Debtors of Note Parties that the Note Parties' Accounts, Chattel Paper, or
General Intangibles (other than the Excluded Assets) have been assigned to the
Trustee or that the Trustee has a security interest therein, or (b) collect the
Note Parties' Accounts, Chattel Paper, or General Intangibles (other than the
Excluded Assets) directly and charge the collection costs and expenses to the
Note Parties. Each Note Party agrees that it will hold in trust for the Trustee,
for the benefit of the Holders, any Collections that it receives and immediately
will deliver said Collections to the Trustee in their original form as received
by the applicable Note Party.

         11.09 Delivery of Additional Documentation Required.

         Each Note Party hereby authorizes the Trustee to file, transmit, or
communicate, as applicable, Uniform Commercial Code financing statements and
amendments describing the Collateral as "all personal property of debtor" or
"all assets of debtor" or words of similar effect in order to perfect the
Trustee's Liens on the Collateral without any Note Party's signature, to the
extent permitted by Applicable Law; provided, however, the Trustee shall clearly
identify Excluded Assets as excepted items. Notwithstanding the foregoing, at
any time upon the request of the Trustee, the Note Parties shall execute and
deliver to the Trustee any and all financing statements, original financing
statements in lieu of continuation statements, fixture filings, security
agreements, pledges, assignments, endorsements of certificates of title,
supplements, and all other documents (the "Additional Documents") upon which
Note Party's signature may be required to perfect and continue perfection of or
better perfect the Trustee Liens in the Collateral (whether now owned or
hereafter arising or acquired), to create and perfect Liens in favor of the
Trustee in any Real Property (whether now owned or hereafter arising or
acquired), and in order to fully consummate all of the transactions contemplated
hereby and under the other Note Documents. To the maximum extent permitted by
Applicable Law, each Note Party authorizes the Trustee to execute any such
Additional Documents in the applicable Note Party's name and authorizes the
Trustee to file such executed Additional Documents in any appropriate filing
office; provided, however, that the failure by the Trustee to so provide such
filings shall not affect the authorizations herein. Each Note Party also hereby
ratifies its authorization for the Trustee to have filed in any jurisdiction any
Uniform Commercial Code financing statements or amendments thereto if filed
prior to the Issue Date. No Note Party shall terminate, amend or file a
correction statement with respect to any Uniform Commercial Code financing
statement filed pursuant to this Section 11.09 without the Trustee's prior
written consent. In addition, on a quarterly basis as the Trustee shall require,
the Note Parties shall (a) cause all patents, copyrights, and trademarks
acquired or generated by the Note Parties that are not already the subject of a
registration with the appropriate filing office (or an application therefor
diligently prosecuted) to be registered with such appropriate filing office in a
manner sufficient to impart constructive notice of the Note Parties' ownership
thereof, and (b) cause to be prepared, executed, and

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delivered to the Trustee supplemental schedules to the applicable Note Documents
to identify such patents, copyrights, and trademarks as being subject to the
security interests created thereunder. The Company shall provide the Trustee
with notice that any Note Party has made a Permitted Investment of the type
described in clause (e), (g) or (k) of the definition of "Permitted Investment"
promptly, but in any event within 5 Business Days, following the consummation
thereof and, upon the request of the Trustee, the relevant Note Party shall
execute and deliver (or cause to be executed and delivered to the Trustee) any
and all Additional Documents requested by the Trustee to perfect the Trustee's
Liens in such Permitted Investment.

         11.10 Power of Attorney.

         Each Note Party hereby irrevocably makes, constitutes, and appoints the
Trustee (and any of the Trustee's officers, employees, or agents designated by
the Trustee) as such Note Party's true and lawful attorney, with power to (a) if
such Note Party refuses to execute and deliver, or fails timely to execute and
deliver, any of the documents described in Section 11.09, (b) at any time that
an Event of Default has occurred and is continuing, sign such Note Party's name
on any invoice or bill of lading relating to the Collateral, drafts against
Account Debtors of such Note Party, or notices to such Account Debtors, (c) send
requests for verification of such Note Party's Accounts, (d) endorse such Note
Party's name on any Collection item that may come into the Trustee' possession,
(e) at any time that an Event of Default has occurred and is continuing, make,
settle, and adjust all claims under such Note Party's policies of insurance and
make all determinations and decisions with respect to such policies of
insurance, and (f) at any time that an Event of Default has occurred and is
continuing, settle and adjust disputes and claims respecting such Note Party's
Accounts, Chattel Paper, or General Intangibles other than the Excluded Assets
directly with Account Debtors of such Note Party, for amounts and upon terms
that the Trustee determines to be reasonable, and the Trustee may cause to be
executed and delivered any documents and releases that the Trustee determines to
be necessary. The appointment of the Trustee as each Note Party's attorney, and
each and every one of its rights and powers, being coupled with an interest, is
irrevocable until all of the Obligations under the Note Documents have been
fully and finally repaid and performed.

         11.11 Control Agreements.

         Each Note Party agrees that it will not transfer assets out of any
Securities Accounts other than as permitted under Section 5.18 and, if to
another securities intermediary, unless each of the applicable Note Party, the
Trustee, and the substitute securities intermediary have entered into a Control
Agreement. No arrangement contemplated hereby or by any Control Agreement in
respect of any Securities Accounts or other Investment Property of the Note
Parties shall be modified by the Note Parties without the prior written consent
of the Trustee. Upon the occurrence and during the continuance of a Default or
Event of Default, the Trustee may notify any securities intermediary to
liquidate the applicable Securities Account or any related Investment Property
maintained or held thereby and remit the proceeds thereof to the Trustee.

         11.12 Commercial Tort Claims.

         Borrowers shall promptly notify the Trustee in writing in the event any
Note Party shall incur or otherwise obtain a Commercial Tort Claim in excess of
$100,000 after the Issue Date

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against any third party and, upon the request of the Trustee, shall promptly
authorize the filing of additional Uniform Commercial financing statements or
amendments to existing Uniform Commercial Code financing statements, and do such
other acts or things deemed necessary or desirable by the Trustee to grant the
Trustee a perfected security interest (second in priority only to the first
priority security interests granted to Bank Lenders' Agent pursuant to the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement)) in any such Commercial Tort Claim, including, without limitation
executing an assignment of such Commercial Tort Claim.

         11.13 Grants, Rights and Remedies.

         The Liens and security interests granted by each Note Party to the
Trustee by and pursuant to Section 11.06 hereof may be independently granted by
the Note Documents concurrently or hereafter entered into. This Agreement and
such other Note Documents supplement each other, and the grants, priorities,
rights and remedies of the Trustee hereunder and thereunder are cumulative. Each
Note Party agrees that the rights of the Trustee under this Agreement, any other
Note Document or any other contract or agreement now or hereafter in existence
between the Trustee and any Note Party and the other obligors hereunder or
thereunder, or any of them, shall be cumulative, and that the Trustee may from
time to time exercise such rights and such remedies as such Person or Persons
may have hereunder and thereunder and under the laws of the United States or any
state, as applicable, in the manner and at the time that the Person or Persons
in its or their sole discretion desire, subject to the terms of such agreements.
Each Note Party further expressly agrees that the Trustee shall in no event be
under any obligation to resort to any Personal Property Collateral prior to
exercising any other rights that the Trustee may have against such Note Party or
its property, nor shall the Trustee be obliged to resort to any other collateral
or security for the Obligations of the Note Parties under the Note Documents
prior to any exercise of the Trustee's rights against such Note Party and its
property hereunder. No exercise by the Trustee of one right or remedy shall be
deemed an election, and (except as provided in Section 9.07(d)) no waiver by the
Trustee of any Event of Default shall be deemed a continuing waiver. No delay by
the Trustee shall constitute a waiver, election, or acquiescence by it.

         Without limitation of the foregoing, upon the occurrence and during the
continuation of an Event of Default, the Trustee is hereby authorized to:

         (a) Settle or adjust disputes and claims directly with the Note
Parties' Account Debtors for amounts and upon terms which the Trustee reasonably
considers advisable, and, in such cases, the Trustee will credit toward the
payment of the Notes only the net amounts received by the Trustee in payment of
such disputed Accounts after deducting all of its expenses incurred or expended
in accordance with the terms of this Agreement in connection therewith;

         (b) Cause each Note Party to hold all returned Inventory in trust for
the Holders, segregate all returned Inventory from all other assets of such Note
Party or in such Note Party's possession and conspicuously label said returned
Inventory as the property of the Holders;

         (c) Without notice to or demand upon each Note Party, make such
payments and do such acts as the Trustee considers necessary or reasonable to
protect its security interests in the

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Personal Property Collateral. Each Note Party agrees to assemble the Personal
Property Collateral if the Trustee so requires, and to make the Personal
Property Collateral available to the Trustee at a place that the Trustee may
designate that is reasonably convenient to both parties. Each Note Party
authorizes the Trustee to enter the premises where the Personal Property
Collateral is located, to take and maintain possession of the Personal Property
Collateral, or any part of it, and to pay, purchase, contest, or compromise any
Lien that in the Trustee's determination appears to conflict with the Liens of
the Trustee and to pay all expenses incurred in connection therewith. With
respect to any of any Note Party's owned or leased premises, each Note Party
hereby grants the Trustee a license to enter into possession of such premises
and to occupy the same, without charge, in order to exercise any of the
Trustee's or the Holders' rights or remedies provided herein, at law, in equity,
or otherwise;

         (d) Without notice to any Note Party (such notice being expressly
waived), and without constituting a retention of any collateral in full or
partial satisfaction of an obligation (within the meaning of the Code), set off
and apply to the Obligations of the Note Parties under the Note Documents any
and all (i) balances and deposits of such Note Party held by the Holders or the
Trustee for the benefit of the Holders, or (ii) Indebtedness at any time owing
to or for the credit or the account of such Note Party held by the Holders or
the Trustee for the benefit of the Holders;

         (e) Hold, as cash collateral, any and all balances and deposits of any
Note Party held by the Holders or the Trustee for the benefit of the Holders,
and any amounts received in the Cash Management Accounts (as defined in the New
Credit Agreement), to secure the full and final repayment of all of the
Obligations of the Note Parties under the Note Documents;

         (f) Ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sale, and sell (in the manner provided for herein) the
Personal Property Collateral. Each Note Party hereby grants to the Trustee a
license or other right to use, without charge, such Note Party's labels,
patents, copyrights, trade secrets, trade names, trademarks, service marks, and
advertising matter, or any property of a similar nature, as it pertains to the
Personal Property Collateral, in completing production of, advertising for sale,
and selling any Personal Property Collateral and such Note Party's rights under
all licenses and all franchise agreements shall inure to the Holders' benefit;

         (g) Sell the Personal Property Collateral at either a public or private
sale, or both, by way of one or more contracts or transactions, for cash or on
terms, in such manner and at such places (including each Note Party's premises)
as the Trustee determines is commercially reasonable and it is not necessary
that the Personal Property Collateral be present at any such sale;

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         (h) Give notice of the disposition of the Personal Property Collateral
as follows:

                  (i) the Trustee shall give each Note Party a notice in writing
         of the time and place of public sale, or, if the sale is a private sale
         or some other disposition other than a public sale is to be made of the
         Personal Property Collateral, the time on or after which the private
         sale or other disposition is to be made;

                  (ii) the notice shall be personally delivered or mailed,
         postage prepaid, to each Note Party as provided in Section 13.02, at
         least 10 days before the earliest time of disposition set forth in the
         notice; no notice needs to be given prior to the disposition of any
         portion of the Personal Property Collateral that is perishable or
         threatens to decline speedily in value or that is of a type customarily
         sold on a recognized market;

The Note Parties hereby acknowledge and agree that the notice described in this
Section 11.13(h), when given, shall constitute a reasonable "authenticated
notification of disposition" within the meaning of Section 9-611 of the Code, as
in effect from time to time in any jurisdiction.

         (i) Credit bid and purchase at any public sale;

         (j) Seek the appointment of a receiver or keeper to take possession of
all or any portion of the Personal Property Collateral or to operate same and,
to the maximum extent permitted by law, may seek the appointment of such a
receiver without the requirement of prior notice or a hearing;

         (k) Have the right, in connection with the issuance of any order for
relief in a bankruptcy proceeding, to petition the bankruptcy court for the
transfer of control or assignment of the licenses to a receiver, trustee,
transferee, or similar official or to any purchaser of the Personal Property
Collateral pursuant to any public or private sale, foreclosure or other exercise
of remedies available to the Trustee, all as permitted by applicable law;

         (l) Cause any Note Party to exercise any purchase right with respect to
a Vehicle that such Note Party may have at the termination of any TRAC Lease
Transaction if the Trustee determines, in its Permitted Discretion, that such
Note Party has equity in such Vehicle; and

         (m) Have all other rights and remedies available at law or in equity or
pursuant to any other Note Document.

         11.14 Survival.

         The Liens and security interests granted to the Trustee (for the
benefit of the Holders), the priority of such Liens and security interests, and
the administrative priorities and other rights and remedies granted to the
Trustee pursuant to this Agreement and the other Note Documents (specifically
including but not limited to the existence, perfection and priority of the Liens
and security interest provided herein and therein) shall not be modified,
altered or impaired in any manner by any other financing or extension of credit
or incurrence of debt by any Note Party or by any other act or omission
whatsoever.

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         11.15 Authorization of Actions to be Taken by the Trustee Under the
               Collateral Documents.

         The Trustee may, in its sole discretion and without the consent of the
Holders, take all actions or direct, on behalf of the Holders, the Collateral
Trustee or any Co-Collateral Trustee or separate Collateral Trustee to take all
actions it deems necessary or appropriate to (a) enforce any of the terms of the
Security Documents and (b) collect and receive any and all amounts payable in
respect of the obligations of the company under this Article XI. Subject to the
provisions of this Agreement and the other Security Documents, the Trustee shall
have power to institute and to maintain such suits and proceedings as it may
deem expedient to prevent any impairment of the Collateral by any acts which may
be unlawful or in violation of the Security Documents or this Agreement, and
such suits and proceedings as it may deem expedient to preserve or protect its
interest and the interests of the Holders in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of or
compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or of the
Collateral Trustee in any such capacity).

         11.16 Quebec Security.

         For greater certainty, and without limiting the powers of the Trustee
or any other Person acting as trustee or agent for the Holders hereunder or
under any of the Note Documents, each Note Party hereby acknowledges that, for
purposes of holding any Liens, including hypothecs, granted or to be granted by
any Note Party on movable or immovable property pursuant to the laws of the
Province of Quebec to secure obligations of any Note Party under any bond issued
by any Note Party, the Trustee shall be the holder of an irrevocable power of
attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code
of Quebec) (the "Fonde de pouvoir") for and on behalf of all present and future
Holders. Each Holder hereby (i) irrevocably constitutes, to the extent
necessary, the Trustee as the Fonde de pouvoir in order to hold Liens, including
hypothecs, granted or to be granted by any Note Party on movable and immovable
property pursuant to the laws of the Province of Quebec to secure obligations of
any Note Party under any bond issued by any Note Party; and (ii) appoints and
agrees that the Trustee, acting as trustee for the Holders, may act as the
bondholder and mandatory with respect to any bond that may be issued and pledged
from time to time for the benefit of the Holders. Without limitation to the
foregoing, to the extent that any Person becomes a Holder by accepting,
purchasing or acquiring a Note, such Person shall be automatically deemed to
have ratified and consented to the power of attorney and appointment constituted
in this Section 11.16.

         Notwithstanding the provisions of Section 32 of the An Act respecting
the special powers of legal persons (Quebec), the Trustee may purchase, acquire
and be the holder of any bond issued by any Note Party (i.e. the Fonde de
pouvoir may acquire and hold the first bond issued under any deed of hypothec
granted by any Note Party). Each Note Party hereby acknowledges that any such
bond shall constitute a title of indebtedness, as such term is used in Article
2692 of the Civil Code of Quebec.

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<PAGE>

         For greater certainty, the trustee herein appointed as Fonde de
pouvoir, bondholder and mandatary shall have the same rights, powers and
immunities as the Trustee as stipulated in Article VII, which shall apply
mutatis mutandis. Without limitation, the provisions of section 7.08 hereunder
shall apply mutatis mutandis to the resignation and appointment of a successor
to the Trustee acting as Fonde de pouvoir, bondholder and mandatary.

         11.17 Right to Inspect.

         (a) Borrowers acknowledge and agree that, at the expense of Borrowers,
the Trustee (through its officers, employees, or agents) shall have the right
to, and at the request of the Required Holders, shall, from time to time
hereafter, to inspect Borrowers' Books and records (including access to the
Reservation Management System upon the Trustee's request) and to check, test,
and appraise the Collateral in order to verify Borrowers' financial condition or
the amount, quality, value, condition of, or any other matter relating to, the
Collateral; provided, however, that so long as an Event of Default does not
exist, any such inspection shall occur only during normal business hours. The
Trustee may, and at the request of the Required Holders shall, request copies of
and obtain any and all appraisals required by the Bank Lenders' Agent under the
New Credit Agreement.

         (b) Borrowers acknowledge and agree that, at the expense of Borrowers,
the Trustee shall have the right to conduct, on a quarterly basis or more
frequently if an Event of Default exists, an independent inspection of 5% of the
Certificates of Title then on hand with any appropriate Governmental Authority
in order to verify the accuracy and completeness of any information contained on
such Certificates of Title and compliance with this Agreement; provided,
however, that if the Trustee determines, in its Permitted Discretion, that there
are significant errors or discrepancies in the Certificates of Title or
non-compliance with this Agreement, the Trustee and the Holders shall, at the
expense of Borrowers, have the right to conduct an independent inspection of all
of Certificates of Title or such lesser amount as may be determined by the
Trustee in its Permitted Discretion. If the Trustee elects to inspect 5% of the
Certificates of Title during any quarter (other than during an Event of Default)
as provided above, prior to such inspection the Trustee shall provide written
notice of such election to the Bank Lenders' Agent, and if the Bank Lenders'
Agent also elects to inspect 5% of the Certificates of Title during the same
inspection period as provided under the New Credit Agreement, then the Trustee
shall only inspect those Certificates of Title as inspected by the Bank Lenders'
Agent. The Note Parties shall deliver to the Trustee (or its designees) any
power of attorney or other document that may be requested by the Trustee or
required by such Governmental Authority in connection therewith. Borrowers
acknowledge that such inspection may be conducted by employees of the Trustee or
any third party retained by the Trustee for such purposes.

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                                  ARTICLE XII

                           SATISFACTION AND DISCHARGE

         12.01 Satisfaction and Discharge.

         This Agreement shall be discharged and will cease to be of further
effect (except as to rights of registration of transfer or exchange of Notes
which shall survive until all Notes have been canceled) as to all outstanding
Notes issued hereunder, when either:

         (a) all the Notes that have been authenticated and delivered (except
lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment money has been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from this
trust) have been delivered to the Trustee for cancellation, or

         (b)      (i) all Notes not delivered to the Trustee for cancellation
otherwise have become due and payable or have been called for redemption
pursuant to Section 3.07 hereof, and the Company has irrevocably deposited or
caused to be deposited with the Trustee trust funds in trust in an amount of
money sufficient, in the opinion of a nationally recognized firm of independent
public accountants selected and paid for by the Company to pay and discharge the
entire Indebtedness (including all principal and accrued interest, premiums,
fees and Additional Interest) on the Notes not theretofore delivered to the
Trustee for cancellation,

                  (ii) the Company has paid all sums payable by it under this
         Agreement,

                  (iii) the Company has delivered irrevocable instructions to
         the Trustee to apply the deposited money toward the payment of the
         Notes at maturity or on the date of redemption, as the case may be,

                  (iv) the Holders have a valid, perfected, exclusive first
         priority security interest in such deposited money,

                  (v) the Trustee or Paying Agent has not received instructions
         from the Company or an Affiliate or subsidiary thereof, not to make
         such payment or is not prohibited from paying such payments to the
         Holders of the Notes pursuant to this Agreement and the Notes, and

                  (vi) the Company shall have delivered an Officer's Certificate
         and an opinion of counsel to the Trustee stating that all such
         obligations of the Company and the Guarantors have been performed or
         satisfied and that all of the conditions precedent to satisfaction and
         discharge have been satisfied.

         12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Agreement, to the payment,
either directly or through any Paying Agent

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(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, fees
or Additional Interest, if any) and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Section 12.02 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Guarantor's obligations under this Agreement
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.01; provided, however, that if the Company has made any
payment of principal of, premium, fees or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.01 Trust Indenture Act Controls.

         If any provision of this Agreement limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

         13.02 Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or any Guarantor:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada  89502-3239
                  Telecopier No.:  (775) 688-6338
                  Attention: Assistant Treasurer

         With a copy to:

                  U-Haul International, Inc.
                  2727 North Central Avenue
                  Phoenix, Arizona  85004
                  Telecopier No.: (602) 263-6173
                  Attn:  General Counsel

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         and

                  Squire, Sanders & Dempsey L.L.P.
                  Two Renaissance Square
                  40 North Central Avenue
                  Suite 2700
                  Phoenix, Arizona  85004
                  Telecopier No.:  (602) 253-8129
                  Attention:  Christopher D. Johnson, Esq.

         If to the Trustee:

                  Wells Fargo Bank, N.A.
                  Corporate Trust Services
                  Sixth & Marquette; N9303-120
                  Minneapolis, MN  55479
                  Telecopier:  (612) 667-9825
                  Attention:  Corporate Trust Administration:  AMERCO Notes

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

         13.03 Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Agreement or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

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         13.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Agreement, the Company shall furnish to the Trustee:

         (a) an Officer's Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that among other things in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this
Agreement relating to the proposed action have been satisfied; and

         (b) an opinion of counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that among other things, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.

         13.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

         (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

         (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

         13.06 Rules by the Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         13.07 No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the Note
Guarantees, this Agreement or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. Notwithstanding
the foregoing nothing in

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<PAGE>

this provision shall be construed as a waiver or release of any claims under the
federal securities laws.

         13.08 Confidentiality.

         The Trustee, Collateral Trustee and any Co-Collateral Trustee (and not
jointly or jointly and severally) agree that non-public information regarding
the Note Parties, their operations, assets, and existing and contemplated
business plans (clearly marked and identified as such in writing by the Company
on the face of such information) shall be treated by the Trustee, Collateral
Trustee and any Co-Collateral Trustee in a confidential manner, and shall not be
disclosed by the Trustee, Collateral Trustee and any Co-Collateral Trustee to
Persons who are not parties to this Agreement, except: (a) to attorneys for and
other advisors, accountants, auditors, and consultants to any of the Trustee,
Collateral Trustee and any Co-Collateral Trustee, (b) to Subsidiaries and
Affiliates of any of the Trustee, Collateral Trustee and any Co-Collateral
Trustee, provided that any such Subsidiary or Affiliate shall have agreed to
receive such information hereunder subject to the terms of this Section 13.08,
(c) as may be required by statute, decision, or the Court (as defined in the New
Credit Agreement) or other judicial or administrative order, rule, or
regulation, or to the extent requested by any regulatory authority purporting to
have jurisdiction over any of the Trustee, Collateral Trustee and any
Co-Collateral Trustee (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (d) as may be agreed to in
advance by the Company or as requested or required by any Governmental Authority
pursuant to any subpoena or other legal process, (e) as to any such information
that is or becomes generally available to the public (other than as a result of
prohibited disclosure by the Trustee, Collateral Trustee and any Co-Collateral
Trustee), (f) in connection with any litigation or other adversary proceeding
involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement, the
Notes or the other Security Documents, and (g) to Holders of Notes as provided
in this Agreement and the Security Documents. The provisions of this Section
13.08 shall survive for 2 years after the payment in full of the Obligations.

         13.09 Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS.

                                      124
<PAGE>

         THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         THE COMPANY AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY AND GUARANTOR AT THE ADDRESS SET FORTH HEREIN FOR THE COMPANY, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

         13.10 No Adverse Interpretation of Other Agreements.

         This Agreement may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Agreement.

         13.11 Successors.

         All agreements of the Company in this Agreement and the Notes shall
bind its successors. All agreements of the Trustee in this Agreement and the
Security Documents shall bind its successors. All agreements of each Guarantor
in this Agreement shall bind its successors, except as otherwise provided in
Sections 10.04 and 10.05.

         13.12 Severability.

         In case any provision in this Agreement or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         13.13 Counterpart Originals.

         The parties may sign any number of copies of this Agreement. Each
signed copy shall be an original, but all of them together represent the same
agreement.

         13.14 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Agreement have been inserted for convenience of
reference only, are not to be considered

                                      125
<PAGE>

a part of this Agreement and shall in no way modify or restrict any of the terms
or provisions hereof.

         13.15 Supremacy of this Agreement.

         If any term, condition or provision of this Agreement shall be
inconsistent with any term, condition or provision of any other Note Document,
this Agreement shall control. Notwithstanding the above, if any term, condition
or provision of Article X hereof or the Note Guarantees shall be inconsistent
with any term, condition or provision of the Guarantee Agreement, Article X
hereof or the Note Guarantees shall control.

         13.16 Further Assurances.

         Each Note Party shall, from time to time, execute and/or deliver such
documents, agreements, financing statements, and reports, and perform such acts
as Trustee at any time may reasonably request to carry out the purposes and
otherwise implement the terms and provisions provided for herein and in the
other Note Documents.

                         [Signatures on following pages]

                                      126
<PAGE>

                                   SIGNATURES

Dated as of March 1, 2004

                                             AMERCO

                                             By: /s/ Gary V. Klinefelter
                                                _______________________________
                                                Name:  Gary V. Klinefelter
                                                Title: Secretary

                                      S-1
<PAGE>

                                             GUARANTORS:

                                             AMERCO REAL ESTATE COMPANY, a
                                             Nevada corporation

                                             AMERCO REAL ESTATE SERVICES, INC. a
                                             Nevada corporation

                                             AMERCO REAL ESTATE COMPANY OF
                                             ALABAMA, INC., an Alabama
                                             corporation

                                             AMERCO REAL ESTATE COMPANY OF
                                             TEXAS, INC. a Texas corporation

                                             ONE PAC COMPANY, a Nevada
                                             corporation

                                             TWO PAC COMPANY, a Nevada
                                             corporation

                                             THREE PAC COMPANY, a Nevada
                                             corporation

                                             FOUR PAC COMPANY, a Nevada
                                             corporation

                                             FIVE PAC COMPANY, a Nevada
                                             corporation

                                             SIX PAC COMPANY, a Nevada
                                             corporation

                                             SEVEN PAC COMPANY, a Nevada
                                             corporation

                                             EIGHT PAC COMPANY, a Nevada
                                             corporation

                                             NINE PAC COMPANY, a Nevada
                                             corporation

                                             TEN PAC COMPANY, a Nevada
                                             corporation

                                             ELEVEN PAC COMPANY, a Nevada
                                             corporation

                                             TWELVE PAC COMPANY, a Nevada
                                             corporation

                                             FOURTEEN PAC COMPANY, a Nevada
                                             corporation

                                             FIFTEEN PAC COMPANY, a Nevada
                                             corporation

                                             SIXTEEN PAC COMPANY, a Nevada
                                             corporation

                                             SEVENTEEN PAC COMPANY, a Nevada
                                             corporation

                                             NATIONWIDE COMMERCIAL CO., an
                                             Arizona corporation

                                             PF&F HOLDINGS CORPORATION, a
                                             Delaware corporation

                                      S-2
<PAGE>

                                             YONKERS PROPERTY CORPORATION, a New
                                             York corporation

                                             By: /s/ Carlos Vizcarra
                                                ________________________________
                                                Carlos Vizcarra, President

                                      S-3
<PAGE>

                                             EMOVE, INC., a Nevada corporation

                                             WEB TEAM ASSOCIATES, INC. a Nevada
                                             corporation

                                             By: /s/ Thomas Tollison
                                                -------------------------------
                                                Thomas Tollison, Secretary

                                      S-4
<PAGE>

                                             U-HAUL INSPECTIONS LTD., a British
                                             Columbia corporation

                                             By: /s/ Wolfgang Bromba
                                                ________________________________
                                                Wolfgang Bromba, Secretary

                                      S-5
<PAGE>

                                             U-HAUL INTERNATIONAL, INC., a
                                             Nevada corporation

                                             A & M ASSOCIATES, INC., an Arizona
                                             corporation

                                             U-HAUL SELF-STORAGE CORPORATION, a
                                             Nevada corporation

                                             U-HAUL SELF-STORAGE MANAGEMENT
                                             (WPC), INC., a Nevada corporation

                                             U-HAUL BUSINESS CONSULTANTS, INC.,
                                             an Arizona corporation

                                             U-HAUL LEASING & SALES CO., a
                                             Nevada corporation

                                             U-HAUL CO. OF ALABAMA, INC., an
                                             Alabama corporation

                                             U-HAUL CO. OF ALASKA, an Alaska
                                             corporation

                                             U-HAUL CO. OF ARIZONA, an Arizona
                                             corporation

                                             U-HAUL CO. OF ARKANSAS, an Arkansas
                                             corporation

                                             U-HAUL CO. OF CALIFORNIA, a
                                             California corporation

                                             U-HAUL CO. OF COLORADO, a Colorado
                                             corporation

                                             U-HAUL CO. OF CONNECTICUT, a
                                             Connecticut corporation

                                             U-HAUL CO. OF DISTRICT OF COLUMBIA,
                                             INC., a District of Columbia
                                             corporation

                                             U-HAUL CO. OF FLORIDA, a Florida
                                             corporation

                                             U-HAUL CO. OF GEORGIA, a Georgia
                                             corporation

                                             U-HAUL OF HAWAII, INC., a Hawaii
                                             corporation

                                             U-HAUL CO. OF IDAHO, INC., an Idaho
                                             corporation

                                             U-HAUL CO. OF IOWA, INC., an Iowa
                                             corporation

                                             U-HAUL CO. OF ILLINOIS, INC., an
                                             Illinois corporation

                                      S-6
<PAGE>

                                             U-HAUL CO. OF INDIANA, INC., an
                                             Indiana corporation

                                             U-HAUL CO. OF KANSAS, INC., a
                                             Kansas corporation

                                             U-HAUL CO. OF KENTUCKY, a Kentucky
                                             corporation

                                             U-HAUL CO. OF LOUISIANA, a
                                             Louisiana corporation

                                             U-HAUL CO. OF MASSACHUSETTS AND
                                             OHIO, INC., a Massachusetts
                                             corporation

                                             U-HAUL CO. OF MARYLAND, INC., a
                                             Maryland corporation

                                             U-HAUL CO. OF MAINE, INC., a Maine
                                             corporation

                                             U-HAUL CO. OF MICHIGAN, a Michigan
                                             corporation

                                             U-HAUL CO. OF MINNESOTA, a
                                             Minnesota corporation

                                             U-HAUL COMPANY OF MISSOURI, a
                                             Missouri corporation

                                             U-HAUL CO. OF MISSISSIPPI, a
                                             Mississippi corporation

                                             U-HAUL CO. OF MONTANA, INC., a
                                             Montana corporation

                                             U-HAUL CO. OF NORTH CAROLINA, a
                                             North Carolina corporation

                                             U-HAUL CO. OF NORTH DAKOTA, a North
                                             Dakota corporation

                                             U-HAUL CO. OF NEBRASKA, a Nebraska
                                             corporation

                                             U-HAUL CO. OF NEVADA, INC., a
                                             Nevada corporation

                                             U-HAUL CO. OF NEW HAMPSHIRE, INC.,
                                             a New Hampshire corporation

                                             U-HAUL CO. OF NEW JERSEY, INC. a
                                             New Jersey corporation

                                             U-HAUL CO. OF NEW MEXICO, INC., a
                                             New Mexico corporation

                                      S-7
<PAGE>

                                             U-HAUL CO. OF NEW YORK, INC., a New
                                             York corporation

                                             U-HAUL CO. OF OKLAHOMA, INC., an
                                             Oklahoma corporation

                                             U-HAUL CO. OF OREGON, an Oregon
                                             corporation

                                             U-HAUL CO. OF PENNSYLVANIA, a
                                             Pennsylvania corporation

                                             U-HAUL CO. OF RHODE ISLAND, a Rhode
                                             Island corporation

                                             U-HAUL CO. OF SOUTH CAROLINA, INC.
                                             a South Carolina corporation

                                             U-HAUL CO. OF SOUTH DAKOTA, INC., a
                                             South Dakota corporation

                                             U-HAUL CO. OF TENNESSEE, a
                                             Tennessee corporation

                                             U-HAUL CO. OF TEXAS, a Texas
                                             corporation

                                             U-HAUL CO. OF UTAH, INC., a Utah
                                             corporation

                                             U-HAUL CO. OF VIRGINIA, a Virginia
                                             corporation

                                             U-HAUL CO. OF WASHINGTON, a
                                             Washington corporation

                                             U-HAUL CO. OF WISCONSIN, INC., a
                                             Wisconsin corporation

                                             U-HAUL CO. OF WEST VIRGINIA, a West
                                             Virginia corporation

                                             U-HAUL CO. OF WYOMING, INC., a
                                             Wyoming corporation

                                             U-HAUL CO. (CANADA) LTD. U-HAUL CO.
                                             (CANADA) LTEE, an Ontario
                                             corporation

                                             By: /s/ Gary V. Klinefelter
                                                ------------------------------
                                             Gary V. Klinefelter, Secretary

                                      S-8
<PAGE>

                                             WELLS FARGO BANK, N.A.,
                                             as Trustee

                                             By: /s/ Timothy P. Mowdy
                                                ________________________________
                                                Name:  Timothy P. Mowdy
                                                Title: Assistant Vice President

                                      S-9
<PAGE>

                                    EXHIBIT A

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

                                 [FACE OF NOTE]

CUSIP No. [      ]
ISIN No.  [      ]

                 9.0% Second Lien Senior Secured Notes due 2009

No. _____                                                           $___________

                                             AMERCO

promises to pay to______________________________________________________________

or registered assigns,

the principal sum of____________________________________________________________

Dollars on________________, 2009.

The reference date for this Note is March 1, 2004. The Issue Date for this Note
is March 15, 2004.

Interest Payment Dates: March 15, June 15, September 15, and December 15

Record Dates: March 1, June 1, September 1, and December 1

                                             AMERCO

                                             By:________________________________
                                                Name:
                                                Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:  _______________, ____

WELLS FARGO BANK, N.A., as Trustee

By: ______________________________

Authorized Signatory [BACK OF NOTE]

                                       A-1
<PAGE>

                                 [BACK OF NOTE]

                 9.0% SECOND LIEN SENIOR SECURED NOTES DUE 2009

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         Interest. AMERCO, a Nevada corporation (the "Company"), promises to pay
interest on the principal amount of this Note at 9.0% per annum from March 15,
2004 until paid in full. The Company will pay interest quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be June 15, 2004.

         Interest will be computed on the basis of a 360-day year of four 90-day
quarters, or during any partial quarter, on the basis of a 360-day year for the
actual number of days elapsed.

         Upon the occurrence and during the continuation of an Event of Default
and in any event from and after the maturity hereof, the principal amount of
this Note and all other Obligations owing under the Note Documents (whether
overdue premium or installments of interest or otherwise) shall bear, and the
Company shall pay from time to time on demand, interest at a rate per annum that
is two percentage points (2.0%) in excess of the per annum rate otherwise
applicable hereunder and the other Note Documents.

         In addition to and not in substitution of the foregoing, Additional
Interest shall accrue, and the Company shall pay the same as and when due, in
accordance with the Indenture and the other Note Documents.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1, June 1, September 1 or December 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium, if any, and
interest on all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent at least
ten Business Days prior to the applicable payment date. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, Wells Fargo Bank, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change the Paying Agent

                                      A-2
<PAGE>

or Registrar only with the prior written consent of the Required Holders and
notice in writing to the Trustee. The Company or any of its Subsidiaries may act
in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
March 1, 2004 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $200,000,000 in aggregate
principal amount.

         OPTIONAL REDEMPTION.

         The Company shall not have the option to redeem the Notes pursuant to
this Section 3.07 prior to March 16, 2005. On or after March 16, 2005, the
Company shall have the option to redeem the Notes, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the 12-month period beginning on March 16 of the years
indicated below;

<TABLE>
<CAPTION>
Year                       Percentage
- ----                       ----------
<C>                        <C>
2005                       105.50%
2006                       104.50%
2007                       101.00%
2008 and thereafter        100.00%
</TABLE>

         Any such optional redemption shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.

         MANDATORY REDEMPTION.

         Neither the Company nor the Guarantors shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

         MATURITY. To the extent not sooner redeemed, accelerated, or otherwise
due and payable in accordance herewith or the other Note Documents, the
outstanding principal balance hereof, all accrued and unpaid interest thereon,
and all other Obligations owing under the Note Documents, shall be due and
payable on February 27, 2009.

                                      A-3
<PAGE>

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the succeeding Interest Payment
Date.

         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes, and any existing default or compliance with any
provision of the Indenture, the Note Guarantees or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Note Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes; to release any Guarantor from any
of its obligations under its Note Guarantee or the Indenture (to the extent
permitted by the Indenture); to make any change that does not materially
adversely affect the legal rights hereunder of any Holder of the Notes; or to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 5
days in the payment when due of interest or additional interest, if any, on the
Notes; (ii) default in payment when due of principal of the Notes when the same
becomes due and payable at maturity, upon redemption, upon purchase, upon
acceleration or otherwise; (iii) failure by the relevant Note Party to comply
with any of its agreements or covenants described under Sections 4.08, 4.11(b),
4.12, 4.16, 4.17, 11.07, 11.09 (except to the extent applicable under (xx)
below), 11.12, 11.17 or Article V of the Indenture; (iv) failure by the relevant
Note Party to comply with any of its agreements or covenants in Sections 4.04,
4.06, 4.07, 4.09, 4.10, 4.11(a), 4.13, 4.15, 4.19 and 11.10 of the Indenture and
such failure continues for a period of 20 Business Days; (v) failure by a Note
Party to comply with any covenants or agreements contained in the Indenture or
in any of the other Note Documents (giving effect to any grace periods, cure
periods, or required notices, if any, expressly provided for in such Note
Documents); in each case, other than any such covenant or agreement that is the
subject to another Event of Default, and such failure continues for a period of
20 Business Days; (vi) if any material portion of any Note Party's assets is
attached, seized, subjected to a writ or distress warrant, levied upon, or comes
into the possession of any third Person; (vii) if any Note Party is enjoined,
restrained, or in any way prevented by court order from continuing to conduct
all or any material part of its business affairs; (viii) if a notice of Lien,
levy, or assessment, individually or in the aggregate in an amount of $500,000
or greater, is filed of record with respect to any Note Party's assets by the
United States or Canada,

                                      A-4
<PAGE>

or any department, agency, or instrumentality thereof, or by any state,
province, territory, county, municipal, or governmental agency, or if any taxes
or debts owing at any time hereafter to any one or more of such entities becomes
a Lien, whether choate or otherwise, upon any Borrower's or any of its
Subsidiaries' assets and the same is not paid on the payment date thereof; (ix)
if a judgment or other claim becomes a Lien or encumbrance upon any material
portion of any Note Party's properties or assets; (x) if there is a default in
any material agreement to which any Note Party is a party including, without
limitation, any Material Contract, Affiliate Contract or any material contract
with any of SAC Holding, SSI, PMSR or PM Preferred (other than the New AMERCO
Notes and the Synthetic Leases) or any other Indebtedness in excess of
$1,000,000, and such default (a) occurs at the final maturity of the obligations
thereunder, or (b) results in the acceleration of the maturity of the applicable
Note Party's obligations thereunder; (xi) except as otherwise set forth in the
Reorganization Plan or as otherwise permitted by the Indenture, if any Note
Party makes any payment on account of Indebtedness that has been contractually
subordinated in right of payment to the payment of the Obligations of the Note
Parties under the Notes and the other Note Documents; (xii) if the obligation of
any Guarantor under the Guaranty Agreement or its Note Guarantee is limited or
terminated by operation of law or by such Guarantor thereunder; (xiii) if the
Indenture or any other Note Document that purports to create a Lien, shall, for
any reason, fail or cease to create a valid and perfected, except to the extent
permitted by the terms thereof, Lien on or security interest (each, second in
priority only to the first priority security interests granted to Bank Lenders'
Agent pursuant to the New Credit Agreement and the other Loan Documents (as
defined in the New Credit Agreement)) in the Collateral covered thereby; (xiv)
if any provision of any Note Document shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be
contested by any Note Party, or a proceeding shall be commenced by any Note
Party, or by any Governmental Authority having jurisdiction over any Note Party,
seeking to establish the invalidity or unenforceability thereof, or any Note
Party shall deny that any Note Party has any liability or obligation purported
to be created under any Note Document; (xv) if suit or action is commenced
against the Trustee and/or any Note Holder and, as to any suit or action brought
by any Person other than the Note Parties or an officer or employee of the Note
Parties, is continued without dismissal for 30 days after service thereof on the
Trustee, that asserts, by or on behalf of the Note Parties, any claim or legal
or equitable remedy which seeks subordination of the claim or Lien of the
Trustee and/or any Note Holder hereunder or under any other Note Document; (xvi)
if any Note Party shall file any application in support of, or shall otherwise
fail to contest in good faith, a suit or action of the type set forth in clause
(xvi) above filed by any Person other than a Borrower or an officer or employee
of Borrowers; (xvii) if an Insolvency Proceeding is commenced by or against any
Note Party, or any of its Subsidiaries (other than INW), and any of the
following events occur: (a) the applicable Note Party or the Subsidiary consents
to the institution of the Insolvency Proceeding against it, (b) the petition
commencing the Insolvency Proceeding is not timely controverted, (c) the
petition commencing the Insolvency Proceeding is not dismissed within 45
calendar days of the date of the filing thereof, (d) an interim trustee is
appointed to take possession of all or any substantial portion of the properties
or assets of, or to operate all or any substantial portion of the business of,
any Note Party or any of its Subsidiaries, or (e) an order for relief shall have
been entered therein; (xviii) (1) if any event of default occurs under any New
AMERCO Note Document or any of the Synthetic Leases; (2) if any holder of New
AMERCO Notes contests that the Obligations hereunder constitute "Senior
Indebtedness" under the New AMERCO Note Indenture; or (3) any event of default
occurs under the New Credit Agreement of any other Loan Document (as defined in
the New Credit Agreement); (xix) failure by the Note Parties to register
substantially all of the Certificates of Title pursuant to

                                      A-5
<PAGE>

Section 11.01(c) of the Indenture within 180 days after the Issue Date; (xx)
failure by the Note Parties to deliver the Mortgages, related fixture filings
and Mortgage Policies pursuant to Section 11.01(a) and, as applicable, Section
11.09 of the Indenture within 60 days after the Issue Date, or (xxi) if any
material misstatement or material misrepresentation exists now or hereafter in
any warranty, representation, statement, or Record made to the Holders by any
Borrower, its Subsidiaries, or any officer, employee, agent, or director of any
Borrower or any of its Subsidiaries. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences under the Indenture except a continuing Default in
the payment of interest on, premium and Additional Interest, if any, or the
principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (=-Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                      A-6
<PAGE>

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada  89502-3239
                  Attention:  Assistant Treasurer

                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:_____________

                                             Your Signature:____________________
                                                      (Sign exactly as your name
                                                        appears on the face of
                                                        this Note)

Signature Guarantee*:________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                          Principal Amount
                     Amount of           Amount of        [at maturity] of     Signature of
                    decrease in         increase in       this Global Note      authorized
                  Principal Amount    Principal Amount     following such     officer of the
                  [at maturity] of    [at maturity] of      decrease (or      Trustee or Note
Date of Exchange  this Global Note    this Global Note       increase)          Custodian
- ----------------  ----------------    ----------------    ----------------    ---------------
<S>               <C>                 <C>                 <C>                 <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                      A-9
<PAGE>

                                    EXHIBIT B

    [Insert the Global Note Legend, if applicable pursuant to the provisions
                                of the Indenture]
                      [Insert the Private Placement Legend]

                                 [FACE OF NOTE]

CUSIP No. [       ]
ISIN No.  [       ]

                 9.0% Second Lien Senior Secured Notes due 2009

No. _______                                                        $____________

                                             AMERCO

promises to pay to______________________________________________________________

or registered assigns,

the principal sum of____________________________________________________________

Dollars on_____________, 2009.

The reference date for this Note is March 1, 2004. The Issue Date for this Note
is March 15, 2004.

Interest Payment Dates: March 15, June 15, September 15, and December 15

Record Dates: March 1, June 1, September 1, and December 1

                                             AMERCO

                                             By:________________________________
                                                Name:
                                                Title:

This is one of the Notes referred to in
the within-mentioned Indenture:

Dated:  _______________, ____

WELLS FARGO BANK, N.A., as Trustee

By:________________________________

Authorized Signatory [BACK OF NOTE]

                                      B-1
<PAGE>

                                 [BACK OF NOTE]

                 9.0% SECOND LIEN SENIOR SECURED NOTES DUE 2009

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         INTEREST. AMERCO, a Nevada corporation (the "Company"), promises to pay
interest on the principal amount of this Note at 9.0% per annum from March 15,
2004 until paid in full. The Company will pay interest quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be June 15, 2004.

         Interest will be computed on the basis of a 360-day year of four 90-day
quarters, or during any partial quarter, on the basis of a 360-day year for the
actual number of days elapsed.

         Upon the occurrence and during the continuation of an Event of Default
and in any event from and after the maturity hereof, the principal amount of
this Note and all other Obligations owing under the Note Documents (whether
overdue premium or installments of interest or otherwise) shall bear, and the
Company shall pay from time to time on demand, interest at a rate per annum that
is two percentage points (2.0%) in excess of the per annum rate otherwise
applicable hereunder and the other Note Documents.

         In addition to and not in substitution of the foregoing, Additional
Interest shall accrue, and the Company shall pay the same as and when due, in
accordance with the Indenture and the other Note Documents.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1, June 1, September 1 or December 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium, if any, and
interest on all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent at least
ten Business Days prior to the applicable payment date. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, Wells Fargo Bank, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change the Paying Agent

                                      B-2
<PAGE>

or Registrar only with the prior written consent of the Required Holders and
notice in writing to the Trustee. The Company or any of its Subsidiaries may act
in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
March 1, 2004 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Class B Notes are obligations of the Company limited to $80,000,000.00 in
aggregate principal amount, and the Notes are obligations of the Company limited
to $200,000,000.00 in aggregate principal amount.

         OPTIONAL REDEMPTION. The Company shall not have the option to redeem
the Notes pursuant to this Section 3.07 prior to March 16, 2005. On or after
March 16, 2005, the Company shall have the option to redeem the Notes, in whole
or in part, at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon to the
applicable redemption date, if redeemed during the 12-month period beginning on
March 16 of the years indicated below;

<TABLE>
<CAPTION>
Year                      Percentage
- ----                      ----------
<S>                       <C>
2005                      105.50%
2006                      104.50%
2007                      101.00%
2008 and thereafter       100.00%
</TABLE>

         Any such optional redemption shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.

         MANDATORY REDEMPTION.

         Neither the Company nor the Guarantors shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

         MATURITY. To the extent not sooner redeemed, accelerated, or otherwise
due and payable in accordance herewith or the other Note Documents, the
outstanding principal balance hereof, all accrued and unpaid interest thereon,
and all other Obligations owing under the Note Documents, shall be due and
payable on February 27, 2009.

                                      B-3
<PAGE>

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the succeeding Interest Payment
Date.

         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes, and any existing default or compliance with any
provision of the Indenture, the Note Guarantees or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Note Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes; to release any Guarantor from any
of its obligations under its Note Guarantee or the Indenture (to the extent
permitted by the Indenture); to make any change that does not materially
adversely affect the legal rights hereunder of any Holder of the Notes; or to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 5
days in the payment when due of interest or additional interest, if any, on the
Notes; (ii) default in payment when due of principal of the Notes when the same
becomes due and payable at maturity, upon redemption, upon purchase, upon
acceleration or otherwise; (iii) failure by the relevant Note Party to comply
with any of its agreements or covenants described under Sections 4.08, 4.11(b),
4.12, 4.16, 4.17, 11.07, 11.09 (except to the extent applicable under (xx)
below), 11.12, 11.17 or Article V of the Indenture; (iv) failure by the relevant
Note Party to comply with any of its agreements or covenants in Sections 4.04,
4.06, 4.07, 4.09, 4.10, 4.11(a), 4.13, 4.15, 4.19 and 11.10 of the Indenture and
such failure continues for a period of 20 Business Days; (v) failure by a Note
Party to comply with any covenants or agreements contained in the Indenture or
in any of the other Note Documents (giving effect to any grace periods, cure
periods, or required notices, if any, expressly provided for in such Note
Documents); in each case, other than any such covenant or agreement that is the
subject to another Event of Default, and such failure continues for a period of
20 Business Days; (vi) if any material portion of any Note Party's assets is
attached, seized, subjected to a writ or distress warrant, levied upon, or comes
into the possession of any third Person; (vii) if any Note Party is enjoined,
restrained, or in any way prevented by court order from continuing to conduct
all or any material part of its business affairs; (viii) if a notice of Lien,
levy, or assessment, individually or in the aggregate in an amount of $500,000
or greater, is filed of record with respect to any Note Party's assets by the
United States or Canada, or any department, agency, or instrumentality thereof,
or by any state, province, territory, county,

                                      B-4
<PAGE>

municipal, or governmental agency, or if any taxes or debts owing at any time
hereafter to any one or more of such entities becomes a Lien, whether choate or
otherwise, upon any Borrower's or any of its Subsidiaries' assets and the same
is not paid on the payment date thereof; (ix) if a judgment or other claim
becomes a Lien or encumbrance upon any material portion of any Note Party's
properties or assets; (x) if there is a default in any material agreement to
which any Note Party is a party including, without limitation, any Material
Contract, Affiliate Contract or any material contract with any of SAC Holding,
SSI, PMSR or PM Preferred (other than the New AMERCO Notes and the Synthetic
Leases) or any other Indebtedness in excess of $1,000,000, and such default (a)
occurs at the final maturity of the obligations thereunder, or (b) results in
the acceleration of the maturity of the applicable Note Party's obligations
thereunder; (xi) except as otherwise set forth in the Reorganization Plan or as
otherwise permitted by the Indenture, if any Note Party makes any payment on
account of Indebtedness that has been contractually subordinated in right of
payment to the payment of the Obligations of the Note Parties under the Notes
and the other Note Documents; (xii) if the obligation of any Guarantor under the
Guaranty Agreement or its Note Guarantee is limited or terminated by operation
of law or by such Guarantor thereunder; (xiii) if the Indenture or any other
Note Document that purports to create a Lien, shall, for any reason, fail or
cease to create a valid and perfected, except to the extent permitted by the
terms thereof, Lien on or security interest (each, second in priority only to
the first priority security interests granted to Bank Lenders' Agent pursuant to
the New Credit Agreement and the other Loan Documents (as defined in the New
Credit Agreement)) in the Collateral covered thereby; (xiv) if any provision of
any Note Document shall at any time for any reason be declared to be null and
void, or the validity or enforceability thereof shall be contested by any Note
Party, or a proceeding shall be commenced by any Note Party, or by any
Governmental Authority having jurisdiction over any Note Party, seeking to
establish the invalidity or unenforceability thereof, or any Note Party shall
deny that any Note Party has any liability or obligation purported to be created
under any Note Document; (xv) if suit or action is commenced against the Trustee
and/or any Note Holder and, as to any suit or action brought by any Person other
than the Note Parties or an officer or employee of the Note Parties, is
continued without dismissal for 30 days after service thereof on the Trustee,
that asserts, by or on behalf of the Note Parties, any claim or legal or
equitable remedy which seeks subordination of the claim or Lien of the Trustee
and/or any Note Holder hereunder or under any other Note Document; (xvi) if any
Note Party shall file any application in support of, or shall otherwise fail to
contest in good faith, a suit or action of the type set forth in clause (xvi)
above filed by any Person other than a Borrower or an officer or employee of
Borrowers; (xvii) if an Insolvency Proceeding is commenced by or against any
Note Party, or any of its Subsidiaries (other than INW), and any of the
following events occur: (a) the applicable Note Party or the Subsidiary consents
to the institution of the Insolvency Proceeding against it, (b) the petition
commencing the Insolvency Proceeding is not timely controverted, (c) the
petition commencing the Insolvency Proceeding is not dismissed within 45
calendar days of the date of the filing thereof, (d) an interim trustee is
appointed to take possession of all or any substantial portion of the properties
or assets of, or to operate all or any substantial portion of the business of,
any Note Party or any of its Subsidiaries, or (e) an order for relief shall have
been entered therein; (xviii) (1) if any event of default occurs under any New
AMERCO Note Document or any of the Synthetic Leases; (2) if any holder of New
AMERCO Notes contests that the Obligations hereunder constitute "Senior
Indebtedness" under the New AMERCO Note Indenture; or (3) any event of default
occurs under the New Credit Agreement of any other Loan Document (as defined in
the New Credit Agreement); (xix) failure by the Note Parties to register
substantially all of the Certificates of Title pursuant to Section 11.01(c) of
the Indenture within 180 days after the Issue Date; (xx) failure by the Note

                                      B-5
<PAGE>

Parties to deliver the Mortgages, related fixture filings and Mortgage Policies
pursuant to Section 11.01(a) and, as applicable, Section 11.09 of the Indenture
within 60 days after the Issue Date, or (xxi) if any material misstatement or
material misrepresentation exists now or hereafter in any warranty,
representation, statement, or Record made to the Holders by any Borrower, its
Subsidiaries, or any officer, employee, agent, or director of any Borrower or
any of its Subsidiaries. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences under the Indenture except a continuing Default in
the payment of interest on, premium and Additional Interest, if any, or the
principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ADDITIONAL RIGHTS OF HOLDERS OF CLASS B GLOBAL NOTES AND CLASS B
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Note Purchase Agreement and
Registration Rights Agreement each dated as of March 1, 2004 between the Company
and the parties named on the signature pages thereof (respectively, "Note
Purchase Agreement" and the "Registration Rights Agreement").

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                                      B-6
<PAGE>

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada  89502-3239
                  Attention:  Assistant Treasurer

                                      B-7
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:_____________

                                             Your Signature:____________________
                                                      (Sign exactly as your name
                                                        appears on the face of
                                                        this Note)

Signature Guarantee*:________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      B-8
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                          Principal Amount
                     Amount of           Amount of        [at maturity] of     Signature of
                    decrease in         increase in       this Global Note      authorized
                  Principal Amount    Principal Amount     following such     officer of the
                  [at maturity] of    [at maturity] of      decrease (or      Trustee or Note
Date of Exchange  this Global Note    this Global Note       increase)          Custodian
- ----------------  ----------------    ----------------    -----------------   ---------------
<S>               <C>                 <C>                 <C>                 <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                      B-9
<PAGE>

                                    EXHIBIT C

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, fully and
unconditionally guaranteed, to the extent set forth in the Indenture (defined
below) and subject to the provisions in the Indenture dated as of March 1, 2004
(the "Indenture") among AMERCO, the Guarantors listed on the signature pages
thereto and Wells Fargo Bank, N.A., as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                               [Guarantors' Signature Blocks to be Provided]

                                       C-1
<PAGE>
                                    EXHIBIT D

                         FORM OF SUPPLEMENTAL INDENTURE

                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of AMERCO (or its permitted successor), a Nevada corporation (the
"Company"), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and Wells Fargo Bank, N.A., as trustee under the indenture
referred to below (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 1, 2004 providing for
the issuance of an aggregate principal amount of up to $200,000,000 of 9.0%
Second Lien Senior Secured Notes due 2009 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to the terms of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

         (a) Along with all Guarantors named in the Indenture, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that:

                  (i) the principal of and interest on the Notes will be
         promptly paid in full when due, whether at maturity, by acceleration,
         redemption or otherwise, and interest on the overdue principal of, the
         premium and Additional Interest and interest on the Notes,

                                       D-1
<PAGE>

         if any, if lawful, and all other obligations of the Company to the
         Holders or the Trustee hereunder or thereunder will be promptly paid in
         full or performed, all in accordance with the terms hereof and thereof;
         and

                  (ii) in case of any extension of time of payment or renewal of
         any Notes or any of such other obligations, that same will be promptly
         paid in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise. Failing payment when due of any amount so guaranteed or any
         performance so guaranteed for whatever reason, the Guarantors shall be
         jointly and severally obligated to pay the same immediately.

         (b) The obligations hereunder shall be full and unconditional,
irrespective of the validity or enforceability of the Notes or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

         (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever.

         (d) This Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Indenture.

         (e) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors, or any Custodian, the Trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

         (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

         (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VI of the Indenture for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.

         (h) The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.

                                       D-2
<PAGE>

         (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
any maximum amount and any other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article X of the Indenture, this new
Note Guarantee shall be limited to the maximum amount permissible such that the
obligations of such Guarantor under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.

         EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         (j) Except as otherwise provided in Section 5.03 of the Indenture, the
Guaranteeing Subsidiary may not consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person) another corporation, Person or
entity whether or not affiliated with such Guarantor. Any such permitted
consolidation, merger, sale or conveyance shall not be effective or permitted
unless:

                  (i) subject to Sections 10.04 and 10.05 of the Indenture, the
         Person formed by or surviving any such consolidation or merger (if
         other than a Guarantor or the Company) unconditionally assumes all the
         obligations of such Guarantor, pursuant to a supplemental indenture in
         form of Exhibit D to the Indenture, under the Notes, the Indenture and
         the Note Guarantee on the terms set forth herein or therein; and

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default exists.

         (k) In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee, of the Note Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of the
Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

         (l) Any consolidation or merger of a Guarantor with or into the Company
or another Guarantor, or any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor shall be permitted only in accordance with the terms and provisions of
the Indenture.

                                      D-3
<PAGE>

         RELEASES.

         (m) A Guarantor shall be released from its obligations only in
accordance with the terms and provisions of the Indenture.

         (n) The Guaranteeing Subsidiary, if not released from its obligations
under the Note Guarantee, shall remain liable for the full amount of principal
of and interest on the Notes and for the other obligations of any Guarantor
under the Indenture as provided in Article X of the Indenture.

         NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the
Guarantees. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Securities and Exchange
Commission that such a waiver is against public policy.

         NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Company.

                                       D-4
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:_____________, ____

                                             [GUARANTEEING SUBSIDIARY]

                                             By:________________________________
                                                Name:
                                                Title:

                                             [Guarantors' Signature Blocks to
                                             be Provided]

                                       D-5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>p68953exv4w3.txt
<DESCRIPTION>EX-4.3
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                                     AMERCO

       $80,000,000 9.0% CLASS B SECOND LIEN SENIOR SECURED NOTES DUE 2009

                               PURCHASE AGREEMENT

                                                                   March 1, 2004

To the initial purchasers named in Schedule A
attached hereto ("PURCHASERS")

Ladies and Gentlemen:

                  Amerco, a Nevada corporation ("ISSUER") and each of the
Guarantors that are signatory hereto ("INITIAL GUARANTORS"), hereby agree with
you as follows:

                  SECTION 1. ISSUANCE OF NOTES.

                  1.1.     Issuer proposes to issue and sell to Purchasers
$80,000,000 aggregate principal amount of the Issuer's 9.0% Class B Second Lien
Senior Secured Notes due 2009 (the "NOTES"). The Notes will be issued pursuant
to an indenture (as amended, restated, supplemented and otherwise modified from
time to time, the "INDENTURE", substantially in the form attached hereto as
Exhibit A), to be dated as of the date hereof, by and among Issuer, the
Guarantors, and Wells Fargo Bank, N.A., as indenture trustee (the "TRUSTEE") and
as collateral trustee (the "COLLATERAL TRUSTEE"). The Guarantors will jointly
and severally guarantee the obligations under the Notes and the Indenture
(collectively, the "GUARANTY"). The obligations under the Notes will be secured
by mortgages on, security interests in or pledges of (the "SECURITY INTERESTS")
certain assets (the "COLLATERAL") of Issuer and the Guarantors (collectively,
"GRANTORS") pursuant to the Security Documents. The Security Interests will
secure the payment and performance when due of all of the obligations of
Grantors under the Indenture and the other Note Documents. The Trustee shall
enter into the Intercreditor Agreement, dated as of the date hereof (the
"INTERCREDITOR AGREEMENT"), substantially in the form attached hereto as Exhibit
B, with Wells Fargo Foothill, Inc., as administrative agent (the "BANK AGENT")
under that certain Loan and Security Agreement, dated as of the date hereof,
among the borrowers party thereto, the lenders party thereto, and Wells Fargo
Foothill, Inc., as lead arranger, administrative agent and collateral agent, and
as may be further amended, supplemented, restated or otherwise modified from
time to time in accordance with the Intercreditor Agreement (the "SENIOR CREDIT
AGREEMENT").

                  1.2.     The issuance of the Notes on the terms set forth
herein shall be defined as the "OFFERING".

                  1.3.     The Notes will be offered and sold to Purchasers
pursuant to an exemption from the registration requirements under the Securities
Act of 1933, as amended (the "ACT").

                  1.4.     Upon original issuance thereof, and until such time
as the same is no longer required under the applicable requirements of the Act,
the Notes shall bear the legends required under the Indenture.

                  1.5.     For the purposes of this Purchase Agreement, dated as
of the date set forth above, among Issuer, Initial Guarantors and Purchasers (as
amended, restated, supplemented and otherwise

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

modified from time to time, this "AGREEMENT") capitalized terms are used as
defined in Annex I attached hereto.

                  SECTION 2. AGREEMENTS TO SELL AND PURCHASE. On the basis of
the representations, warranties and agreements contained herein and in the
Indenture, and subject to the terms and conditions hereof and of the Indenture,
Issuer shall issue and sell to Purchasers (and, in order to induce Purchasers to
purchase the Notes, the Grantors shall grant the Security Interests) and
Purchasers agree to purchase from Issuer, $80,000,000 aggregate principal amount
of the Notes for a purchase price equal to $80,000,000 less original issue
discount of 2%, which equals $78,400,000 (the "PURCHASE PRICE").

                  SECTION 3. TERMS OF OFFERING. The transactions contemplated by
the Note Documents, including without limitation the Offering and the use of the
proceeds therefrom are collectively referred to herein as the "TRANSACTIONS."
Unless the context requires otherwise, all agreements, representations and
warranties of Issuer set forth in this Agreement are made after giving pro forma
effect to the Plan of Reorganization.

                  SECTION 4. DELIVERY AND PAYMENT. Delivery to Purchasers of and
payment for the Notes shall be made at a Closing (the "CLOSING") to be held at
such time and on such date as agreed to by the parties (the "CLOSING DATE") at
the location agreed to by the parties. The Closing Date and the location of
delivery of and the form of payment for the Notes may be varied by agreement
between Purchasers and Issuer.

                  Issuer shall deliver to Purchasers one or more certificates
representing the Notes, each in definitive form, registered in such names and
denominations as Purchasers may request, against payment by Purchasers of the
aggregate Purchase Price therefor by immediately available federal funds bank
wire transfer to such bank account as Issuer shall designate to Purchasers at
least two business days prior to the Closing. The portion of Purchase Price
payable by each Purchaser is set forth on Schedule A attached hereto.

                  The certificates representing the Notes in definitive form
shall be made available to Purchasers for inspection at the offices of Sidley
Austin Brown & Wood LLP, 555 West 5th Street, 40th Floor, Los Angeles,
California 90013 (or such other place as shall be reasonably acceptable to
Purchasers) not later than 10:00 a.m. one business day immediately preceding the
Closing Date.

                  SECTION 5. AGREEMENTS OF GRANTORS. Each Grantor hereby agrees:

                  5.1.     To (i) advise Purchasers promptly after obtaining
actual knowledge (and, if requested by Purchasers, confirm such advice in
writing) of (A) the issuance by any state securities commission of any stop
order suspending the qualification or exemption from qualification of any of the
Notes for offer or sale in any jurisdiction, or the initiation of any proceeding
for such purpose by any state securities commission or other regulatory
authority, or (B) the happening of any event not otherwise disclosed pursuant to
one or more disclosure schedules to the Note Documents that makes any statement
of a material fact made in the SEC Documents or Bankruptcy Documents untrue or
that requires the making of any additions to or changes thereto in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, (ii) use its commercially reasonable efforts to prevent
the issuance of any stop order or order suspending the qualification or
exemption from qualification of any of the Notes under any state securities or
blue sky laws, and (iii) if at any time any state securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of any of the Notes under any such laws, use its
commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest possible time.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  5.2.     To cooperate with Purchasers and Purchasers' counsel
in connection with the qualification of the Notes under the securities or blue
sky laws of such jurisdictions as Purchasers may request and continue such
qualification in effect so long as reasonably required for Exempt Resales;
provided, that Issuer shall not be required in connection therewith to file any
general consent to service of process or to qualify as a foreign corporation in
any jurisdiction where it is not now so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

                  5.3.     Whether or not any of the Transactions are
consummated or this Agreement is terminated, to pay (i) all costs, expenses,
fees and taxes incident to and in connection with (A) the preparation, printing,
processing, distribution and delivery (including, without limitation, word
processing and duplication costs) of each of the Note Documents, other than the
fees of Purchaser's counsel, and all other agreements, memoranda, correspondence
and other documents prepared and delivered in connection herewith, (B) the
issuance and delivery of the Notes, including the fees of the Trustee, (C) to
the extent required for Exempt Resales, the qualification of the Notes for offer
and sale under the securities or blue sky laws of the several states, and (D)
the preparation of the Notes, (ii) all fees and expenses of the counsel and
accountants of Issuer, (iii) all fees and expenses (including fees and expenses
of counsel) of Issuer in connection with approval of the Notes by DTC for
"book-entry" transfer, (iv) all fees charged by rating agencies in connection
with the rating of the Notes, (v) all fees and expenses (including reasonable
fees and expenses of counsel) of the Trustee and Collateral Trustee and (vi) the
Commitment Fee, Work Fee and Break-Up Fees as required, and defined, in the Term
Sheets.

                  5.4.     To the extent it may lawfully do so, not to insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension, usury or other law, wherever enacted, now or at any
time hereafter in force, that would prohibit or forgive the payment of all or
any portion of the principal of or interest on the Notes, or that may affect the
covenants or the performance of the Indenture (and, to the extent it may
lawfully do so, Issuer hereby expressly waives all benefit or advantage of any
such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power granted to the Trustee in the
Indenture or the Collateral Trustee in the Security Documents but shall suffer
and permit the execution of every such power as though no such law had been
enacted).

                  5.5.     To deliver to the Bank Agent copies of Uniform
Commercial Code, tax and judgment lien searches confirming the absence of, and
mortgage releases, termination statements and other release documents from
JPMorgan and any other Person necessary to release any Liens on the Collateral,
other than the Permitted Liens, in accordance with the terms of the Senior
Credit Agreement.

                  5.6.     Not to, and to ensure that no affiliate (as defined
in Rule 501(b) of the Act) of Issuer will, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any "security" (as defined in
the Act) that would be integrated with the sale of the Notes in a manner that
would require the registration under the Act of the sale to Purchasers of the
Notes.

                  5.7.     For so long as any of the Notes remain outstanding,
during any period in which Issuer is not subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make
available, upon request, to any owner of the Notes in connection with any sale
thereof, and any prospective purchaser of such Notes from such owner, the
information required by Rule 144A(d)(4) under the Act.

                  5.8.     To: (i) execute and cause the Definitive Notes to be
authenticated by the Trustee, (ii) deliver the same to the Trustee to be held in
trust in accordance with the terms of that certain Escrow

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

Letter, dated as of the date hereof, in substantially the form set forth in
Exhibit C hereto, and (iii) to deliver evidence of the foregoing satisfactory to
the Purchasers. Each such Definitive Note shall represent an aggregate principal
amount for each Purchaser equal to the "Principal Amount of Notes Purchased" set
forth next to each such Purchaser's name on Schedule A hereto.

                  5.9.     [INTENTIONALLY OMITTED]

                  5.10.    Not to, and not to authorize or permit any person
acting on their behalf to, (i) distribute any offering material in connection
with the offer and sale of the Notes, or (ii) solicit any offer to buy or offer
to sell the Notes by means of any form of general solicitation or general
advertising (including, without limitation, as such terms are used in Regulation
D under the Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Act.

                  5.11.    The Purchasers shall have a separate right to inspect
the property and books and records of the Grantors at reasonable times (but
prior to any Event of Default as defined in the Indenture no more frequently
than quarterly), and to have discussions with the Grantors' outside accountants,
provided that, when appropriate, in conducting the activities associated with
the exercise of such rights, the Purchasers shall rely on information and
analysis prepared for or by the Bank Agent, subject to its consent.

                  5.12.    The Issuer shall offer to exchange the Notes pursuant
to a registered exchange offer filed with the Commission within 60 days of the
Closing Date and to be declared effective within 90 days thereafter (the
"EXCHANGE OFFER"), as more fully described in the Registration Rights Agreement.
The Registration Rights Agreement and the Notes shall provide that failure to
offer and complete the Exchange Offer shall result in a 0.25% increase of the
annual interest rate for the first quarter or portion thereof during the failure
and 0.5% for each quarter or portion thereof thereafter up to a maximum increase
of 2.0%. per annum.

                  5.13.    Within 60 days of the Closing Date the Issuer shall
cause the Class B Notes to be rated by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., or another nationally recognized statistical rating
organization (as such term is defined for purposes of Rule 436(g)(2) under the
Act).

                  5.14.    During the two year period after the Closing Date (or
such shorter period as may be provided for in Rule 144(k) under the Act, as the
same may be in effect from time to time), to not, and to not permit any current
or future subsidiaries of Issuer or any other affiliates (as defined in Rule
144A under the Act) controlled by Issuer to, resell any of the Notes which
constitute "restricted securities" under Rule 144 that have been reacquired by
Issuer, any current or future subsidiaries of Issuer or any other affiliates (as
defined in Rule 144A under the Act) controlled by Issuer, except pursuant to an
effective registration statement under the Act.

                  5.15.    To treat as original issue discount within the
meaning of Code Section 1273(a)(1), 2% of the aggregate principal amount of the
Notes Issued on the Closing Date.

                  5.16.    To use the net proceeds received by Issuer from the
sale of the Notes to (i) fund Issuer's reorganization as contemplated in the
Plan of Reorganization, (ii) pay costs, fees and expenses incurred in connection
with the Transactions, (iii) provide for ongoing working capital needs in the
ordinary course of business of Grantors, and (iv) for other lawful general
corporate purposes not prohibited under the Note Documents.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  5.17.    During the period of two years after the Closing
Date, Issuer will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act.

                  5.18.    Unless a fixed time period is provided in this
Section 5, Grantors' obligations under this Section 5 shall terminate on the
date upon which no Purchaser or any of its respective affiliates continues to
hold Notes acquired on the Closing Date.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES OF GRANTORS. In
order to induce the Purchasers to enter into this Agreement, each Grantor makes
the following representations and warranties to the Purchasers, which
representations and warranties shall be true, correct, and complete, in all
material respects, as of the Closing Date, and such representations and
warranties shall survive the execution and delivery of this Agreement:

                  6.1.     No injunction or order has been issued that either
(i) asserts that any of the Transactions is subject to the registration
requirements of the Act, or (ii) would prevent or suspend the issuance or sale
of any of the Notes, in any jurisdiction. As of the Closing Date and except as
otherwise disclosed on one or more disclosure schedules to the Note Documents or
the Bankruptcy Documents, the SEC Documents: (x) will not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading; and (y) will contain all the information
specified in, and meet the requirements of, Rule 144A(d)(4) under the Act.
Except as disclosed in the SEC Documents, there are no related party
transactions that would be required to be disclosed in a registration statement
on Form S-1 filed under the Act.

                  6.2.     Each Grantor (i) has been duly organized, is validly
existing and is in good standing under the laws of its jurisdiction of
organization, (ii) has all requisite power and authority to carry on its
business and to own, lease and operate its properties and assets described in
the SEC Documents and the Bankruptcy Documents, and (iii) is duly qualified or
licensed to do business and is in good standing as a foreign corporation, as the
case may be, authorized to do business in each jurisdiction in which the nature
of such businesses or the ownership or leasing of such properties requires such
qualification, except where the failure to be so qualified could not, singly or
in the aggregate, reasonably be expected to have a material adverse effect on
(A) the properties, business, prospects, operations, earnings, assets,
liabilities or condition (financial or otherwise) of the Issuer and its
Subsidiaries taken as a whole, (B) the ability of any Grantor to perform its
obligations in all material respects under any of the Note Documents, (C) the
enforceability of any of the Security Documents or the attachment, perfection or
priority of any of the Security Interests intended to be created thereby in any
portion of the Collateral or (D) the validity of any of the Note Documents or
the consummation of any of the Transactions (each, a "MATERIAL ADVERSE EFFECT").

                  6.3.     Set forth on Schedule 6.3 are the only direct and
indirect Subsidiaries of each Grantor. All of the shares of outstanding capital
Stock of each Pledged Company are owned, directly or indirectly, by the
applicable Grantor free and clear of all liens, security interests, mortgages,
pledges, charges, claims or restrictions on transferability or encumbrance of
any kind other than those created by the Note Documents and the Senior Credit
Agreement and the other Loan Documents (as defined in the Senior Credit
Agreement). Except as disclosed in Schedule 6.3, immediately following the
Closing, no Grantor will directly or indirectly own any capital Stock or other
equity interest in any person. Except as set forth on Schedule 6.3, there are no
subscriptions, options, warrants, or calls relating to any shares of any
Grantor's, or any of their respective Subsidiaries' capital Stock, including any
right of conversion or exchange under any outstanding security or other
instrument. No Grantor nor any of their respective

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of any Grantor's
Subsidiaries' capital Stock or any security convertible into or exchangeable for
any such capital Stock.

                  6.4.     Immediately following the Closing, no Grantor will
have any liabilities, absolute, accrued, contingent or otherwise other than (A)
liabilities that are reflected in the Financial Statements and the Bankruptcy
Documents, or (B) liabilities incurred subsequent to the date thereof in the
ordinary course of business, consistent with past practice, that could not,
singly or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Set forth on Schedule 6.4(a) is a true and complete list of all
Indebtedness of Grantors outstanding immediately prior to the Closing Date that
is to remain outstanding after the Closing Date and such Schedule accurately
reflects the aggregate principal amount of such Indebtedness. Set forth on
Schedule 6.4(b) is a true and complete summary of all TRAC Lease Transactions in
existence as of the Closing Date that are to remain outstanding after the
Closing Date.

                  6.5.     There are no contracts, agreements or understandings
between any Grantor and any person granting such person the right to require
such Grantor to file a registration statement under the Act with respect to any
securities of any Grantor or to require such Grantor to include such securities
with the Notes and Guaranty registered pursuant to any registration statement,
other than in favor of the Purchasers.

                  6.6.     Each Grantor has all requisite power and authority to
enter into, deliver and perform its obligations under the Note Documents to
which it is a party and to consummate the Transactions contemplated thereby.
Each of the Note Documents to which it is a party has been duly authorized by
each Grantor, and this Agreement is, and, when executed and delivered, each
other Note Document to which such Grantor is a party will be, a legal, valid and
binding obligation of such Grantor, enforceable in accordance with its terms,
except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (whether applied by a court of
law or equity) and the discretion of the court before which any proceeding
therefor may be brought. On the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the "TIA"), applicable to an indenture that is required to be qualified
under the TIA, and the Indenture will be so qualified.

                  6.7.     The Notes have been duly authorized by Issuer for
issuance and sale to Purchasers pursuant to this Agreement and, when executed
and authenticated in accordance with the terms of the Indenture and delivered to
and paid for by Purchasers in accordance with the terms hereof, will be legal,
valid and binding obligations of Issuer, enforceable against Issuer in
accordance with their terms, except that the enforcement thereof may be subject
to (i) bankruptcy, insolvency, reorganization, receivership, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity (whether
applied by a court of law or equity) and the discretion of the court before
which any proceeding therefor may be brought.

                  6.8.     No Grantor is in violation of its respective
certificate or articles of incorporation, certificate of formation, bylaws,
operating agreement, partnership agreement, or other similar constituent
instrument (the "CHARTER DOCUMENTS"). No Grantor is (i) in violation of any
Federal, state, local or foreign statute, law (including, without limitation,
common law) or ordinance, or any judgment, decree, rule, regulation or order
(collectively, "APPLICABLE LAW") of any government, governmental or regulatory
agency or body, court, arbitrator or self-regulatory organization, domestic or
foreign (each, a "GOVERNMENTAL AUTHORITY"), or (ii) in breach of or default
under any bond, debenture, note or other evidence of indebtedness, indenture,
mortgage, deed of trust, lease or any other agreement or instrument

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

to which it is a party or by which any of them or their respective property is
bound (collectively, "APPLICABLE AGREEMENTS"), other than in the case of clauses
(i) or (ii) as disclosed in the SEC Documents and the Bankruptcy Documents or
violations, breaches or defaults that could not, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect. There exists no
condition that, with the passage of time or otherwise, would (i) constitute a
violation of such Charter Documents or Applicable Laws, (ii) constitute a breach
of or default under any Applicable Agreement, or (iii) result in the imposition
of any penalty or the acceleration of any indebtedness other than, with respect
to this clause (iii) only, breaches, penalties or defaults that could not,
singly or in the aggregate, reasonably be expected to have a Material Adverse
Effect. All Applicable Agreements are in full force and effect and are legal,
valid and binding obligations, and no default has occurred or is continuing
thereunder, other than such defaults that could not, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  6.9.     Neither the execution, delivery or performance of the
Note Documents nor the consummation of the Transactions shall conflict with,
violate, constitute a breach of or a default (with the passage of time or
otherwise) under, require the consent of any person (other than consents already
obtained) under, result in the imposition of a Lien on any assets of any Grantor
(except pursuant to the Note Documents), or result in an acceleration of
indebtedness under or pursuant to (i) the Charter Documents, (ii) any Applicable
Agreement, other than, with respect to this clause (ii) only, such breaches,
violations or defaults as disclosed in the SEC Documents or Bankruptcy Documents
or that could not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect, or (iii) any Applicable Law. After giving effect to the
Transactions, no Default or Event of Default (each as defined in the Indenture)
will exist.

                  6.10.    No permit, certificate, authorization, approval,
consent, license or order of, or filing, registration, declaration or
qualification with, any Governmental Authority (collectively, "PERMITS") and no
approval or consent of any other person, is required in connection with, or as a
condition to, the execution, delivery or performance of any of the Note
Documents or the consummation of any of the Transactions, other than such
Permits (i) as have been made or obtained on or prior to the Closing Date, (ii)
as are not required to be made or obtained on or prior to the Closing Date that
will be made or obtained when required, or (iii) the failure of which to make or
obtain could not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  6.11.    Except as disclosed in the SEC Documents or the
Bankruptcy Documents, there is no action, claim, suit, demand, hearing, notice
of violation or deficiency, or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), domestic or foreign
(collectively, "PROCEEDINGS"), pending or to the actual knowledge of any Grantor
after reasonable inquiry, overtly threatened, that either (i) seeks to restrain,
enjoin, prevent the consummation of, or otherwise challenge any of the Note
Documents or any of the Transactions, or (ii) could, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Grantor is subject
to any judgment, order, decree, rule or regulation of any Governmental Authority
that could, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  6.12.    Immediately following the Closing, each Grantor and
each of its respective directors, members, managers, officers, employees and
agents (collectively, the "REGULATED PERSONS") shall have, and will be in
compliance with the terms and conditions of, all Permits (including, without
limitation, Permits with respect to engaging in aviation activities or
operations) necessary or advisable to own, lease and operate the properties and
to conduct the businesses described in the SEC Documents and Bankruptcy
Documents other than those the failure of which to have could not, singly or in
the aggregate,

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

reasonably be expected to have a Material Adverse Effect. Immediately following
the Closing, all such Permits will be valid and in full force and effect. To the
actual knowledge of each Grantor, after reasonable inquiry, no event has
occurred which allows, or after notice or lapse of time would allow, the
imposition of any material penalty, revocation or termination by the issuer
thereof or which results, or after notice or lapse of time would result, in any
material impairment of the rights of the holder of any such Permits. No Grantor
has actual knowledge, after reasonable inquiry, that any Grantor is considering
limiting, conditioning, suspending, modifying, revoking or not renewing any such
Permit.

                  6.13.    On and as of the date hereof, each Grantor has good
title to its owned properties and other tangible assets, free and clear of all
Liens except Permitted Liens (as defined in the Indenture). The tangible
properties of each Grantor are in good repair (reasonable wear and tear
excepted), appropriately insured and suitable for their uses except where the
failure to be in such good repair or appropriately insured and suitable for
their uses would, individually or in the aggregate, not be reasonably likely to
have a Material Adverse Effect. The real properties held under lease by each
Grantor are and will be held by them under valid, subsisting and enforceable
leases which are and will be in full force and effect except where the failure
to be valid, subsisting, enforceable and in full force and effect would not,
individually or in the aggregate, be reasonably likely to have a Material
Adverse Effect, and no defaults by any Grantor are existing under any such lease
which could result in the termination of one or more of such leases by such
lessor without regard to notice or passage of time, which termination(s),
individually or in the aggregate, would be reasonably likely to have a Material
Adverse Effect.

                  6.14.    Upon delivery to the Bank Agent of the stock
certificates evidencing all of the stock of each Subsidiary (the "PLEDGED
STOCK"), the security interests granted pursuant to the Security Documents with
respect to such Pledged Stock for the benefit of the Purchasers will constitute
a valid, perfected security interest on such Pledged Stock second only to the
security interest granted in such Pledged Stock under the Senior Credit
Agreement and the other Loan Documents (as defined in the Senior Credit
Agreement), enforceable as such against all creditors of the respective pledgor
and any Persons purporting to purchase any Pledged Stock from the respective
pledgor, except (x) as enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (whether applied by a court of
law or equity) and the discretion of the court before which any proceeding
therefor may be brought and (y) the priority thereof is subject to Liens granted
in favor of the Bank Agent as set forth in the Intercreditor Agreement.

                  6.15.    On and as of the Closing Date and upon filing by the
Collateral Trustee of (i) financing statements, (ii) any filings required with
the United States Patent and Trademark Office and (iii) any filings required
with the United States Copyright Office, the security interests granted pursuant
to the Security Documents will constitute valid, perfected security interests on
the Collateral described therein (as may be perfected by the filing of financing
statements) for the benefit of the holders of the Notes, enforceable as such
against all creditors of any Grantor and any Persons purporting to purchase any
such Collateral from any Grantor (except purchasers of inventory in the ordinary
course of business) except (x) as enforceability may be subject to (i)
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity (whether
applied by a court of law or equity) and the discretion of the court before
which any proceeding therefor may be brought and (y) the priority thereof is
subject to Liens granted in favor of the Bank Agent under the Senior Credit
Agreement and the other Loan Documents (as defined in the Senior Credit
Agreement).

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  6.16.    Immediately following the Closing, each Grantor shall
have appropriate insurance covering its properties, operations, personnel and
businesses against such losses and risks substantially in accordance with
customary industry practice.

                  6.17.    All material Tax returns required to be filed by each
Grantor have been filed and all such returns are true, complete, and correct in
all material respects. All Taxes that are due or claimed from each Domestic
Entity have been paid other than those (i) currently payable without penalty or
interest or (ii) being contested in good faith and by appropriate proceedings
and for which adequate reserves have been established in accordance with GAAP.
To the actual knowledge of each Grantor, after reasonable inquiry, there are no
proposed Tax assessments against any Grantor that could singly or in the
aggregate have a Material Adverse Effect. The accruals and reserves on the books
and records of each Grantor in respect of any material Tax liability for any
Taxable period not finally determined are adequate to meet any assessments of
Tax for any such period. For purposes of this Agreement, the term "TAX" and
"TAXES" shall mean all federal, state, local and foreign taxes, and other
assessments of a similar nature (whether imposed directly or through
withholding), including any interest, additions to tax, or penalties applicable
thereto.

                  6.18.    Each Grantor owns, or is licensed under, and has the
right to use, all patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names (collectively, "INTELLECTUAL PROPERTY") necessary
for the conduct of, its businesses, free and clear of all Liens, other than
Permitted Liens and other than where the failure to own or license such property
could not, singly or, together with such Permitted Liens, in the aggregate,
reasonably be expected to have a Material Adverse Effect. To the actual
knowledge of each Grantor, after reasonable inquiry, (i) no claims have been
asserted by any person challenging the use of any such Intellectual Property by
any Grantor or questioning the validity or effectiveness of any license or
agreement related thereto, (ii) there is no valid basis for any such claim
(other than any claims that could not, singly or in the aggregate, reasonably be
expected to have a Material Adverse Effect), and (iii) the use of such
Intellectual Property by the Grantors will not infringe on the Intellectual
Property rights of any other person. It is the ordinary business practice of
each Grantor to file with the United States Patent and Trademark Office for
registration or recordation, as applicable (x) a completed application for
registration of each trademark and patent owned by it which is material to the
business of such Grantor and (ii) an appropriate assignment to such Grantor of
the interest acquired by it in any trademark and patent which is material to the
business of such Grantor or Grantors taken as a whole. It is the ordinary
business practice of each Grantor to file with the United States Copyright
Office for registration a completed application for registration of each
registrable copyright owned by it which is material to the business of such
Grantor.

                  6.19.    Each Grantor maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i) material
transactions are executed in accordance with management's general or specific
authorization, (ii) material transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles of the United States, consistently applied ("GAAP"), and
to maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
material differences. Except as disclosed in the SEC Documents, other than (x)
the filing of the Chapter 11 Case, (y) the withdrawal by PriceWaterhouseCoopers
of its audit letter with respect to Issuer's financial statements for the fiscal
year ended as of March 31, 2002 and (z)

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

such other matters as have been set forth in writing by Issuer to Purchasers
there has not been a Material Adverse Change with respect to Issuer (or any
Grantor, as applicable) since March 31, 2003.

                  6.20.    The financial statements included in the SEC
Documents and the Bankruptcy Documents (the "FINANCIAL STATEMENTS") present
fairly the financial position of the Issuer and its consolidated subsidiaries as
of the dates shown and their results of operations and cash flows for the
periods show, and, except as otherwise disclosed in the SEC Documents or the
Bankruptcy Documents, such financial statements have been prepared in conformity
with GAAP applied on a consistent basis.

                  6.21.    Subsequent to the respective dates as of which
information is given in the most recent Issuer 10-Q, except as adequately
disclosed in such Issuer 10-Q, (i) no Grantor has incurred any liabilities,
direct or contingent, that are material, singly or in the aggregate, to any
Grantor, or has entered into any material transactions not in the ordinary
course of business, (ii) there has not been any decrease in the capital Stock or
membership interests, as the case may be, or any increase in long-term
indebtedness or any material increase in short-term indebtedness of any Grantor,
or any payment of or declaration to pay any dividends, other than the regular
quarterly dividend payment on the Issuer's Series A 8.5% Cumulative Preferred
Stock that was paid on March 1, 2004 or any other distribution with respect to
any Grantor, and (iii) there has not been any material adverse change in the
properties, business, prospects, operations, earnings, assets, liabilities or
condition (financial or otherwise) of any Grantor. To the actual knowledge of
each Grantor after reasonable inquiry, there is no event that is reasonably
likely to occur, which if it were to occur, could, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect, except such events
that have been adequately disclosed in the SEC Documents, the Bankruptcy
Documents or in one or more disclosure schedules to the Note Documents.

                  6.22.    All indebtedness represented by the Notes is being
incurred for proper purposes and in good faith. On the Closing Date (after
giving effect to the Transactions), each Grantor will be solvent, and will have
on the Closing Date (after giving effect to the Transactions) sufficient capital
for carrying on its business and will be on the Closing Date (after giving
effect to the Transactions) able to pay its debts as they mature. No transfer of
property is being made by any Grantor and no obligation is being incurred by any
Grantor in connection with the transactions contemplated by this Agreement or
the other Note Documents with the intent to hinder, delay, or defraud either
present or future creditors of any Grantor.

                  6.23.    None of Grantors and, to their actual knowledge after
reasonable inquiry, no one acting on their behalf has (i) taken, directly or
indirectly, any action designed to cause or to result in, or that has
constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any security of Issuer to
facilitate the sale or resale of any of the Notes, (ii) sold, bid for,
purchased, or paid anyone any compensation for soliciting purchases of, any of
the Notes, or (iii) paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of Issuer.

                  6.24.    No Grantor nor any of their respective "Affiliates"
is a "party in interest" or a "disqualified person" with respect to any employee
benefit plans. To the actual knowledge of each Grantor, after reasonable
inquiry, no condition exists or event or transaction has occurred in connection
with any employee benefit plan that could result in any Grantor or any of their
respective "Affiliates" incurring any liability, fine or penalty that could,
singly or in the aggregate, have a Material Adverse Effect. No Grantor or any
trade or business under common control with any Grantor (for purposes of Section
414(c) of the Code) maintain any employee pension benefit plan that is subject
to Title IV of the Employee Retirement Income Act of 1974, as amended, or the
rules and regulations promulgated thereunder ("ERISA"). The terms "employee
benefit plan," "employee pension benefit plan," and "party

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

in interest" shall have the meanings assigned to such terms in Section 3 of
ERISA. The term "Affiliate" shall have the meaning assigned to such term in
Section 407(d)(7) of ERISA, and the term "disqualified person" shall have the
meaning assigned to such term in Section 4975 of the Internal Revenue Code of
1986, as amended, or the rules, regulations and published interpretations
promulgated thereunder (the "CODE").

                  6.25.    Except for the $75,000 fee to be paid by the Issuer
to Wells Fargo Foothill, Inc., no Grantor has dealt with any broker, finder,
commission agent or other person (other than Purchasers) in connection with the
Transactions, and no Grantor is under any obligation to pay any broker's fee or
commission in connection with such Transactions.

                  6.26.    No labor dispute with the employees of any Grantor
exists or, to the knowledge of any Grantor, is imminent that might have a
Material Adverse Effect.

                  6.27.    Except as would not have a Material Adverse Effect or
as disclosed in the SEC Documents or the Bankruptcy Documents, (i) no Grantor is
in violation of any federal, state or local laws and regulations (collectively,
"ENVIRONMENTAL LAWS") relating to pollution or protection of human health or the
environment or the use, treatment, storage, disposal, transport or handling,
emission, discharge, release or threatened release of toxic or hazardous
substances, materials or wastes, or petroleum and petroleum products ("MATERIALS
OF ENVIRONMENTAL CONCERN"), including, without limitation, noncompliance with or
lack of any permits or other environmental authorizations; (ii) there are no
past, present or reasonably foreseeable circumstances that would be reasonably
expected to lead to any such violation in the future; (iii) no Grantor has
received any communication from any person or entity alleging any such
violation; (iv) there is no pending or, to the actual knowledge of any Grantor
after reasonable inquiry, threatened claim, action, investigation or notice by
any person or entity against any Grantor or against any person or entity for
whose acts or omissions any Grantor is or may reasonably be expected to be
liable, either contractually or by operation of law, alleging liability for
investigatory, cleanup, or other response costs, natural resources or property
damages, personal injuries, attorney's fees or penalties relating to any
Materials of Environmental Concern or any violation or potential violation of
any Environmental Law (collectively, "ENVIRONMENTAL CLAIMS"), and (v) to the
actual knowledge of each Grantor after reasonable inquiry, there are no actions,
activities, circumstances, conditions, events or incidents that could form the
basis of any such Environmental Claim.

                  6.28.    As of the applicable date thereof, each SEC Document
and Bankruptcy Document did not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in the
light of the circumstances under which they were made, not misleading. As of the
Closing Date, no SEC Document, Bankruptcy Document, Note Document or any other
statement, representation or warranty made by any Grantor or, to the actual
knowledge of any Grantor after reasonable inquiry, any other person (other than
Purchasers) in any of the Note Documents or in any certificate or document
delivered with respect thereto, shall 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 they were made, not misleading. Each
certificate signed by any officer of any Grantor and delivered to Purchasers or
counsel for Purchasers in connection with the Transactions shall be deemed to be
a representation and warranty by such Grantor to Purchasers as to the matters
covered thereby.

                  6.29.    Issuer is subject to the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act, and files reports with the
Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  6.30.    The Notes are eligible for resale under Rule 144A of
the Act.

                  6.31.    Each Grantor operates all real and personal property
leased by it under valid and enforceable leases and has performed in all
material respects the obligations required to be performed by it with respect to
each such lease except for such leases and obligations which, in the aggregate,
would not have a Material Adverse Effect. As to leases with respect to which any
Grantor is the lessor, the lessees and other parties under such leases are in
compliance with all material terms and conditions thereunder and such leases are
in full force and effect except for such leases which, if not in full force and
effect, would not, in the aggregate, have a Material Adverse Affect.

                  6.32.    There are no legal or governmental proceedings
involving or, to any Grantor's knowledge, affecting any Grantor or any of their
respective properties or assets which would be required to be described in a
filing with the Commission that are not described in the SEC Documents, nor are
there any material contracts or other documents which would be required to be
described in a filing with the Commission that are not described in the SEC
Documents.

                  6.33.    Except as described in the SEC Documents or the
Bankruptcy Documents, there are no consensual encumbrances or restrictions on
the ability of any Subsidiary of any Grantor (x) to pay dividends on such
Subsidiary's capital Stock or to pay any indebtedness to any Grantor or any
other Subsidiary of any Grantor, (y) to make loans or advances to, or
investments in, any Grantor or any Subsidiary of any Grantor or (z) to transfer
any of its property or assets to any Grantor or any Subsidiary of any Grantor.

                  6.34.    No securities of the same class (within the meaning
of Rule 144A(d)(3) under the Act) as the Notes are listed on any national
securities exchange registered under Section 6 of the Exchange Act or quoted in
a U.S. automated inter-dealer quotation system.

                  6.35.    Neither Issuer nor any of its affiliates (as defined
in Rule 501(b) under the Act) has, within the six-month period prior to the date
hereof, directly or through any agent, sold, offered for sale, solicited offers
to buy or otherwise negotiated in respect of, any security (as defined in the
Act) by or for Issuer that is of the same or similar class as the Notes in a
manner that would require registration of the Notes under the Act.

                  6.36.    Neither Issuer nor any affiliate of Issuer nor any
person acting on their behalf has (i) engaged, in connection with the offering
of the Notes, in any form of general solicitation or general advertising (as
those terms are used within the meaning of Regulation D under the Act); or (ii)
solicited offers for, or offered or sold, such Notes by means of any form of
general solicitation or general advertising (as those terms are used in
Regulation D under the Act) or in any manner involving a public offering within
the meaning of Section 4(2) of the Act, except as disclosed in the Bankruptcy
Documents for the Class A Second Lien Senior Secured Notes, in a manner which
does not disqualify the offer of the Notes under Regulation D.

                  6.37.    No registration under the Act of the Notes or the
Guaranty is required for the sale of the Notes and the Guaranty to Purchasers as
contemplated hereby or for Exempt Resales assuming the accuracy of the
Purchasers' representations set forth in Section 7 hereof.

                  6.38.    No Grantor nor any agent thereof acting on behalf of
such Grantor has taken, or will take, any action that might cause this Agreement
or the issuance or sale of Notes to violate Regulation T, Regulation U, or
Regulation X of the Board of Governors of the Federal Reserve System.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  6.39.    Each Grantor is not, and does not own or control and,
after giving effect to the Offering and sale of the Notes and the application of
the proceeds thereof as described in Section 5, will not be, an open-end
investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act of 1940, nor is any Grantor, nor does any Grantor own or control, a
closed-end investment company required to be registered, but is not registered,
thereunder.

                  6.40.    BDO Seidman, LLP are independent public accountants
with respect to Issuer as required by the Act and the rules and regulations of
the Commission thereunder.

                  6.41.    Borrowers (as defined in the Senior Credit Agreement)
and U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada) Ltee are the only parties that
own any parcel of Real Property Collateral or any Vehicle included in the
Collateral.

                  6.42.    All of the Equipment is used or held for use in
Grantors' businesses and is fit for such purposes.

                  6.43.    The Equipment of Grantors is stored only at the
locations permitted by Section 4.09 of the Indenture.

                  6.44.    Each Grantor keeps correct and accurate records
itemizing and describing the type, quality, and quantity of its Equipment and
the book value thereof.

                  6.45.    The chief executive office of each Grantor is located
at the address indicated in Schedule 5.7 of the Senior Credit Agreement as
delivered to Purchasers and each Grantor's FEIN and Organizational ID Number or,
in the case of the Canadian Subsidiaries, the numbers assigned by Canada Customs
and Revenue Agency (Canada) are identified in Schedule 5.7 of the Senior Credit
Agreement as delivered to Purchasers. As of the Closing Date, each Grantor's
exact legal name is as set forth on the signature pages to this Agreement, and
in the 5 years prior to the Closing Date no Grantor has been known by any other
name, or had a business at any address other than those specified on Schedule
5.7 of the Senior Credit Agreement.

                  6.46.    Other than those matters disclosed on Schedule 5.10
of the Senior Credit Agreement as delivered to Purchasers, there are no actions,
suits, arbitrations, administrative hearings or other proceedings pending or, to
the knowledge of any Grantor, threatened against any Grantor or any of their
Subsidiaries (excluding the Insurance Subsidiaries), as applicable, except for
(a) matters that are fully covered by insurance (subject to customary
deductibles), (b) routine litigation arising in the ordinary course of business
that is not material and (c) matters arising after the Closing Date that, if
decided adversely to any Grantor, or any of their Subsidiaries, as applicable,
reasonably could not be expected to result in a Material Adverse Change.

                  6.47.    Each Grantor owns, or holds licenses in, all
trademarks, trade names, copyrights, patents, patent rights, and licenses that
are necessary to the conduct of its business as currently conducted. Schedule
5.16 of the Senior Credit Agreement as delivered to Purchasers is a true,
correct, and complete listing of all material patents, patent applications,
trademarks, trademark applications, copyrights, and copyright registrations as
to which each Grantor is the owner or is an exclusive licensee.

                  6.48.    Set forth on Schedule 5.18 of the Senior Credit
Agreement as delivered to Purchasers are all Grantors' DDAs, including, with
respect to each depository (i) the name and address of such depository, and (ii)
the account numbers of the accounts maintained with such depository.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  6.49.    All factual information (taken as a whole) furnished
by or on behalf of Grantors in writing to Collateral Trustee or any Purchaser
(including all information contained in the Schedules hereto or in the other
Note Documents) for purposes of or in connection with this Agreement, the other
Note Documents, or any transaction contemplated herein or therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on
behalf of Grantors in writing to the Collateral Trustee or any Purchaser will
be, true and accurate, in all material respects, on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in any
material respect at such time in light of the circumstances under which such
information was provided. On the Closing Date, the Projections (as defined in
the Senior Credit Agreement) represent, and as of the date on which any other
Projections are delivered to Collateral Trustee, such additional Projections
represent Issuer's good faith best estimate of its future performance for the
periods covered thereby.

                  6.50.    The Confirmation Order has been validly entered and
has not been stayed, reversed, vacated or otherwise modified except with the
consent of Collateral Trustee and the Required Holders.

                  6.51.    The Reservation Management System is owned by A&M
Associates, Inc., a Nevada corporation, free and clear of claims and
encumbrances.

                  6.52.    There are no pending investigations, claims or
litigation by any Governmental Authority or other Person with respect to the
transactions contemplated by this Agreement and the other Note Documents.

                  6.53.    Within 150 days after the Closing Date, the Company
shall, or shall cause the other Note Parties to:

                  (a)      register, or cause to be registered, with the State
of Arizona each Vehicle (excluding any trailer) owned by any Grantor (other than
U-Haul Co. of Alaska or U-Haul of Hawaii, Inc.) and obtain a new Certificate of
Title for each such Vehicle registered pursuant to clause (1) naming (A) (x)
U-Haul (Canada) as the registered owner of such Vehicles operated primarily in
Canada, or (y) U-Haul Co. of Arizona, an Arizona corporation, as the registered
owner of all other such Vehicles, (B) on new Certificates of Title obtained
prior to May 21, 2003, "FOOTHILL CAPITAL CORP.", as the first priority
lienholder thereon and "WELLS FARGO BANK, TRUSTEE", as second priority
lienholder only to the Bank Agent and (C) on new Certificates of Title obtained
on or after May 21, 2003, "WELLSFARGO FOOTHILL, INC., AS AGENT" or, if space
does or did not permit, "WELLSFARGO FOOTHILL AGENT", as the first priority
lienholder thereon and "WELLS FARGO BANK, TRUSTEE", as the second priority
lienholder only to the Bank Agent;

                  (b)      (1) register, or cause to be registered, with the
State of Alaska each Vehicle (excluding any trailer) owned by U-Haul Co. of
Alaska, and (2) obtain a new Certificate of Title for each such Vehicle
registered pursuant to clause (1) naming (A) U-Haul Co. of Alaska, an Alaskan
corporation, as the registered owner and (B) "WELLSFARGO FOOTHILL, INC., AS
AGENT" or, if space does or did not permit, "WELLSFARGO FOOTHILL AGENT", as the
first priority lienholder thereon and "WELLS FARGO BANK, TRUSTEE", as the second
priority lienholder only to the Bank Agent;

                  (c)      (1) register, or cause to be registered, with the
State of Hawaii each Vehicle (excluding any trailer) owned by U-Haul of Hawaii,
Inc. and (2) obtain a new Certificate of Title for each such Vehicle registered
pursuant to clause (1) naming (A) U-Haul of Hawaii, Inc., a Hawaiian
corporation, as the registered owner and (B) "WELLSFARGO FOOTHILL, INC., AS
AGENT" or, if

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

space does or did not permit, "WELLSFARGO FOOTHILL AGENT", as the first priority
lienholder thereon and "WELLS FARGO BANK, TRUSTEE", as the second priority
lienholder only to the Bank Agent.

                  6.54.    Grantors have complied with the following
Anti-Terrorism Laws:

                  (a)      No Grantor nor any Affiliate of any Grantor is in
violation of any Anti-Terrorism Law or knowingly engages in or conspires to
engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.

                  (b)      None of Issuer nor any Affiliate of Issuer is any of
the following (each a "Blocked Person"):

                  (i)      a Person that is listed in the annex to, or is
         otherwise subject to the provisions of, Executive Order No. 13224;

                  (ii)     a Person owned or controlled by, or acting for or on
         behalf of, any Person that is listed in the annex to, or is otherwise
         subject to the provisions of, Executive Order No. 13224;

                  (iii)    a Person or entity with which any bank or other
         financial institution is prohibited from dealing or otherwise engaging
         in any transaction by any Anti-Terrorism Law;

                  (iv)     a Person or entity that commits, threatens or
         conspires to commit or supports "terrorism" as defined in Executive
         Order No. 13224;

                  (v)      a Person or entity that is named as a "specially
         designated national" on the most current list published by OFAC at its
         official website or any replacement website or other replacement
         official publication of such list; or

                  (vi)     a Person or entity who is affiliated with a Person or
         entity listed above.

                  (c)      Neither Issuer nor any Affiliate of Issuer (i)
conducts any business or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of any Blocked Person or (ii)
deals in, or otherwise engages in any transaction relating to, any property or
interests in property blocked pursuant to Executive Order No. 13224.

                  (d)      None of Issuer nor any Affiliate of Issuer is in
violation of any rules or regulations promulgated by OFAC or of any economic or
trade sanctions or engages in administered and enforced by OFAC or conspires to
engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any
rules or regulations promulgated by OFAC.

                  6.55.    Set forth on Schedule 6.55 is a complete and accurate
list of each Grantor's Affiliates showing the relation (whether through direct
ownership, common ownership or otherwise) between each Grantor and such
Affiliates.

                  6.56.    The Dormant Subsidiaries (i) are inactive and do not
engage in any business activities, (ii) do not have assets with an aggregate
fair market value in excess of $100,000, and (iii) do not have any annual
operating expenditures or other liabilities.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  6.57.    INW is the subject of an Insolvency Proceeding as of
the Closing Date.

                  6.58.    No Grantor is a party to or subject to any agreement
that prohibits or restricts the ability of any Grantor to enter into and perform
under this Agreement, the Registration Rights Agreement, the Indenture or the
other Note Documents, including, without limitation, making all payments when
due and payable and exercising the right to prepay the Notes or the other
Obligations under this Agreement and the other Note Documents, except for (i)
the restrictions set forth in the Intercreditor Agreement and (ii) restrictions
in the Synthetic Leases as of the Closing Date and fully disclosed on Schedule
6.58 hereto.

                  SECTION 7. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each
Purchaser severally represents and warrants that:

                  7.1.     It is an "accredited investor" within the meaning of
Regulation D under the Act.

                  7.2.     The Notes to be acquired by it pursuant to this
Agreement are being acquired for its own account and with no intention of
distributing or reselling such securities or any part thereof in any transaction
that would violate the securities laws of the United States, without prejudice,
however, to its right at all times to sell or otherwise dispose of all or any
part of its Notes under an effective registration statement under the Act or
under an exemption from such registration available under the Act, and subject,
nevertheless, to the disposition of its property being at all times within its
control.

                  7.3.     It has all requisite power and authority to enter
into, deliver and perform its obligations under this Agreement and this
Agreement has been duly authorized by it.

                  SECTION 8. INDEMNIFICATION.

                  8.1.     Each Grantor shall, jointly and severally, without
limitation as to time, indemnify and hold harmless Purchasers and each person,
if any, who controls (within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act) Purchasers (any of such persons being hereinafter
referred to as a "CONTROLLING PERSON"), and the respective officers, directors,
partners, employees, representatives and agents of Purchasers and any such
controlling person (collectively, the "INDEMNIFIED PARTIES"), to the fullest
extent lawful, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of preparation and
reasonable attorneys' fees) and expenses whatsoever (including, without
limitation, costs and expenses incurred in connection with investigating,
preparing, pursuing or defending against any of the foregoing) (collectively,
"LOSSES"), as incurred, arising out of or based upon (i) any representation or
warranty made by or on behalf of any Grantor under or in connection with the
Note Documents, any written report or any other written information or report
delivered by any Grantor pursuant to the Note Documents, which shall have been
false or incorrect in any material respect when made or deemed made, or (ii) any
act, omission, transaction or event contemplated by the Note Documents; provided
that no Grantor shall be liable to any Indemnified Party for any Losses that
arise from the gross negligence or willful misconduct of such Indemnified Party.
Each Grantor shall notify Purchasers promptly of the institution, threat or
assertion of any Proceeding of which such Grantor is aware in connection with
the matters addressed by this Agreement which involves any Grantor and any of
the Indemnified Parties. The indemnification provided under this Section 8 shall
be effective with respect to any Proceeding whether or not (x) such Proceeding
is brought by any Grantor, any of its directors, securityholders or creditors,
an Indemnified Party or any other person, (y) an Indemnified Party is otherwise
party thereto or (z) the Transactions are consummated.

                  8.2.     Promptly after receipt by an Indemnified Party under
this Section 8 of notice of the commencement of any action, such Indemnified
Party will, if a claim in respect thereof is to be made

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

against the indemnifying party under Section 8.1 above, notify Issuer of the
commencement thereof; but the failure to notify Issuer shall not relieve it from
any liability that it may have under Section 8.1 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify
Issuer shall not relieve it from any liability that it may have to an
Indemnified Party otherwise than under Section 8.1 above.

                  8.3.     If the indemnification provided for in this Section 8
is unavailable to an Indemnified Party or is insufficient to hold such
Indemnified Party harmless for any Losses in respect of which this Section 8
would otherwise apply by its terms (other than by reason of exceptions provided
in this Section 8), then Grantors, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses (i) in such proportion as is appropriate to reflect
the relative benefits received by Grantors, on the one hand, and Purchasers, on
the other hand, from the Offering, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of any Grantor, on the one hand, and
Purchasers, on the other hand, in connection with the actions, statements or
omissions that resulted in such Losses, as well as any other relevant equitable
considerations. The relative benefits received by Grantors, on the one hand, and
Purchasers, on the other hand, shall be deemed to be in the same proportion as
the total net proceeds from the Offering (before deducting expenses) received by
Grantors and the fees received by Purchasers, bear to the total price of the
Notes on or prior to the Closing Date. The relative fault of Grantors, on the
one hand, and Purchasers, on the other hand, shall be determined by reference
to, among other things, whether any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by any Grantor, on the one hand, or Purchasers, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by an Indemnified Party as a result of any Losses shall be
deemed to include any legal or other fees or expenses incurred by such party in
connection with any Proceeding, to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section 8 was available to such party.

                  Each party hereto agrees that it would not be just and
equitable if contribution pursuant to this Section 8.3 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 8.3, Purchasers shall
not be required to contribute, in the aggregate, any amount in excess of the
amount by which fees received by Purchasers on or prior to the Closing Date with
respect to the Notes exceeds the amount of any damages that Purchasers have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  8.4.     The indemnity and contribution agreements contained
in this Section 8 are in addition to any liability that any Grantor may
otherwise have to the Indemnified Parties.

                  8.5.     No claim may be made by any Grantor or any other
Person against any Indemnified Party for any special, indirect, consequential or
punitive damages (including, without limitation, any loss of profits, business
or anticipated savings) in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the Transactions, or any
act, omission or event occurring in connection therewith; and each Grantor, on
its own behalf and on behalf of its Affiliates, hereby waives, releases and
agrees not to sue upon any such claim for any such damages,

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

whether or not accrued and whether or not known or suspected to exist in its
favor. Furthermore, no Indemnified Party shall have any liability to any
Grantor, any Affiliate of any Grantor, or any of their respective
securityholders or creditors for or in connection with the Transactions except
for direct damages determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.

                  SECTION 9. CONDITIONS.

                  9.1.     The obligations of Purchasers to purchase the Notes
under this Agreement are subject to the satisfaction or waiver of each of the
following conditions:

                  (a)      All the representations and warranties of each
Grantor in each of the Note Documents to which it is a party shall be true and
correct in all material respects at and as of the Closing Date after giving
effect to the Transactions with the same force and effect as if made on and as
of such date. On or prior to the Closing Date, each Grantor and, to the actual
knowledge of each Grantor, after reasonable inquiry, each other party to the
Note Documents (other than Purchasers) shall have performed or complied in all
material respects with all of the agreements and satisfied in all material
respects all conditions on their respective parts to be performed, complied with
or satisfied pursuant to the Note Documents (other than conditions to be
satisfied by such other parties, which the failure to so satisfy could not
reasonably be expected to have a Material Adverse Effect). There shall exist on
the Closing Date no Event of Default or Default (each as defined in the
Indenture).

                  (b)      No injunction, restraining order or order of any
nature by a Governmental Authority shall have been issued as of the Closing Date
that would prevent or materially interfere with the consummation of any of the
Transactions; and no stop order suspending the qualification or exemption from
qualification of any of the Notes in any jurisdiction shall have been issued and
no Proceeding for that purpose shall have been commenced or, to the actual
knowledge of any Grantor after reasonable inquiry, be pending or threatened as
of the Closing Date.

                  (c)      No action shall have been taken and no Applicable Law
shall have been enacted, adopted or issued that would, as of the Closing Date,
prevent the consummation of any of the Transactions. Except as disclosed in the
SEC Documents or the Bankruptcy Documents, no Proceeding shall be pending or, to
the actual knowledge of Issuer after reasonable inquiry, threatened other than
Proceedings that (A) if adversely determined could not, singly or in the
aggregate, adversely affect the issuance or marketability of the Notes, and (B)
could not, singly or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  (d)      Since the date as of which information is given in
the most recently filed Issuer 10-Q and Bankruptcy Documents, in the reasonable
judgment of Purchasers there shall not have been any material adverse change
with respect to Issuer's business, assets, operations, properties, financial
condition or prospects.

                  (e)      Subsequent to March 15, 2004, there shall not have
occurred: (i) any change in U.S. or international financial, political or
economic conditions or currency exchange rates or exchange controls as would, in
the judgment of Purchasers be likely to materially impair the marketability of
the Notes; (ii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange or any setting of minimum
prices for trading on such exchange; (iii) any banking moratorium declared by
U.S. Federal or New York authorities; (iv) any major disruption of settlements
of securities or clearance services in the United States or (v) any attack on,
outbreak or escalation of hostilities or act of terrorism involving the United
States, any declaration of war by Congress or any other

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

national or international calamity or emergency if, in the reasonable judgment
of Purchasers, the effect of any such attack, outbreak, escalation, act,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the offering or sale of and payment for the Notes.

                  (f)      The Purchasers shall have received on the Closing
Date:

                  (i)      a certificate dated the Closing Date, signed by the
         chief executive officer, president or vice president of Issuer and the
         principal financial or accounting officer of Issuer, in which such
         officers, to the best of their knowledge after reasonable
         investigation, shall state that the representations and warranties of
         Grantors in this Agreement are true and correct, that each Grantor has
         complied with all agreements and satisfied all conditions on its part
         to be performed or satisfied hereunder at or prior to the Closing Date,
         and that, subsequent to the most recent Issuer 10-Q, there has been no
         material adverse change in the business, assets, operations,
         properties, financial condition or prospects of Issuer;

                  (ii)     a certificate of the secretary or the assistant
         secretary of each Grantor certifying that no dissolution or liquidation
         proceedings as to such Grantor have been commenced or are contemplated,
         and attaching (a) resolutions of the board of directors of such
         Grantor, evidencing approval of the Transactions and the execution,
         delivery and performance thereof, and authorizing certain officers to
         execute and deliver the same, and certifying that such resolutions were
         duly and validly adopted and have not since been amended, revoked or
         rescinded, (b) the Charter Documents of such Grantor, certified by the
         Secretary of State of the State of such Grantor's organization, (c) an
         incumbency certificate signed by the secretary or an assistant
         secretary and one other officer of such Grantor certifying as to the
         names, titles and true signatures of the officers of such Grantor
         authorized to sign the Note Documents to which it is a party and the
         other documents to be delivered hereunder, and (d) corporate and tax
         good standing certificates as to such Grantor from their respective
         states of incorporation and other jurisdictions of incorporation and
         from each jurisdiction where each Grantor is qualified to do business.

                  (iii)    an opinion, dated the Closing Date, of counsel to the
         Issuer, substantially to the effect set forth in Exhibit D hereto;

                  (iv)     fully executed originals of each of the Notes,
         Indenture, Collateral Agreement, Intercreditor Agreement, other
         Security Documents and other Note Documents;

                  (v)      an officer's certificate certifying true and complete
         copies of the Senior Credit Agreement and related documents, in the
         form set forth in Exhibit E hereto;

                  (vi)     evidence satisfactory that all actions necessary or
         desirable to perfect and protect the Liens created by the Security
         Documents and contemplated thereby have been taken;

                  (vii)    all fees (including, without limitation, the fees
         required under the Term Sheets other than the Closing Fee) due and
         payable on or before the Closing Date and all expenses due and payable
         on or before the Closing Date; and

                  (viii)   all items, documents, agreement, instruments,
         certificates or filings required to be delivered pursuant to the
         Indenture.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  (g)      None of the parties (other than Purchasers) to any of
the Note Documents, including without limitation this Agreement, the Indenture,
the Security Documents, and the Notes, are in breach or default under their
respective obligations thereunder.

                  (h)      Purchasers shall have approved in writing any
material modification, amendment, termination, cancellation or waiver of any
term of the Plan of Reorganization.

                  (i)      Purchasers shall have received satisfactory evidence
that the Confirmation Order shall have become a Final Order, in such manner as
is reasonably acceptable to Purchasers.

                  (j)      Each Grantor shall have complied in all material
respects with the provisions of the Plan of Reorganization.

                  9.2.     The obligation of Issuer to sell the Notes under this
Agreement is subject to the satisfaction or waiver of each of the following
conditions:

                  (a)      Purchasers shall have delivered payment to Issuer for
the Notes pursuant to Section 2 and Section 4 of this Agreement.

                  (b)      All of the representations and warranties of
Purchasers in this Agreement shall be true and correct in all respects at and as
of the Closing Date, with the same force and effect as if made on and as of such
date.

                  (c)      No injunction, restraining order or order of any
nature by a Governmental Authority shall have been issued as of the Closing Date
that would prevent or interfere with the issuance and sale of the Notes; and no
stop order suspending the qualification or exemption from qualification of any
of the Notes in any jurisdiction shall have been issued and no Proceeding for
that purpose shall have been commenced or be pending or threatened as of the
Closing Date.

                  SECTION 10. MISCELLANEOUS.

                  10.1.    All notices given pursuant to any provision of this
Agreement shall be in writing and mailed, delivered, telegraphed or telecopied
and confirmed to the party to be notified and its counsel: (a) if to any
Grantor, to: AMERCO, 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-3239,
attention: Assistant Treasurer, (fax no. 775-688-6338); with a copy to: U-Haul
International, Inc., 2727 North Central Avenue, Phoenix, Arizona 85004,
attention: General Counsel, (fax no. 602-263-6173); and with a copy to: Squire,
Sanders & Dempsey L.L.P., Two Renaissance Square, 40 North Central Avenue, Suite
2700, Phoenix, Arizona 85004, attention: Christopher D. Johnson, Esq., (fax no.
602-253-8129); and (b) if to any Purchaser, to the address for such Purchaser as
set forth on Schedule A attached hereto, with a copy to Sidley Austin Brown &
Wood LLP, 555 West Fifth Street, Los Angeles, CA 90013, Attention: Gary Cohen,
Esq. (fax no. 213- 896-6600).

                  10.2.    This Agreement has been and is made solely for the
benefit of and shall be binding upon Grantors, Purchasers and, to the extent
provided in Section 8 hereof, the controlling persons, officers, directors,
partners, employees, representatives and agents referred to in Section 8, and
their respective heirs, executors, administrators, successors and assigns, all
as and to the extent provided in this Agreement, and no other person shall
acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" shall not include a purchaser of any of the Notes from
Purchasers merely because of such purchase.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  10.3.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  10.4.    EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS.

                  10.5.    EACH GRANTOR IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                  10.6.    EACH GRANTOR IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE ISSUER AND THE GRANTOR AT THE ADDRESS SET FORTH HEREIN FOR THE ISSUER, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE ISSUER IN ANY OTHER JURISDICTION.

                  10.7.    This Agreement may be signed in various counterparts
which together shall constitute one and the same instrument.

                  10.8.    The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  10.9.    If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in fall force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  10.10.   This Agreement may be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may be given, provided that the same are in writing and signed by each of the
signatories hereto.

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  10.11.   Any capitalized term not defined herein shall have
the meaning set forth for such term in the Indenture.

                  10.12.   Whether or not the transactions contemplated hereby
are consummated, each Grantor agrees, jointly and severally to pay all costs and
expenses incurred by the Purchaser in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement or the Notes (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement or the Notes or in responding to any subpoena or
other legal process or informal investigative demand issued in connection with
this Agreement or the Notes, or by reason of being a holder of any Note, and (b)
the costs and expenses, including financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of any Grantor or in connection
with any work-out or restructuring of the transactions contemplated hereby and
by the Notes. Each Grantor will pay, and will save each Purchaser harmless from,
all claims in respect of any fees, costs or expenses if any, of brokers and
finders (other than those retained by such Purchaser). The obligations of each
Grantor under this Section 10.12 will survive the payment or transfer of any
Note, the enforcement, amendment or waiver of any provision of this Agreement or
the Notes, and the termination of this Agreement.

                  10.13.   This Agreement, together with the Indenture, the
Registration Rights Agreement and the other Note Documents, constitutes the
entire understanding of the parties hereto and revokes and supersedes all prior
or contemporaneous agreements, arrangements and understandings between the
parties and is intended as a final expression of their agreement. This Agreement
shall take precedence over any other documents governing the purchase of the
Notes that may be in conflict herewith.

                                      * * *

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  Please confirm that the foregoing correctly sets forth the
agreement between Issuer and Purchasers.

                                          Very truly yours,

                                          ISSUER:

                                          AMERCO, a Nevada corporation

                                          By: /s/ Gary V. Klinefelter
                                              __________________________________
                                              Gary V. Klinefelter, Secretary

                             SIGNATURE PAGE 1 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             INITIAL GUARANTORS:

                             AMERCO REAL ESTATE COMPANY OF
                             ALABAMA, INC., an Alabama corporation

                             AMERCO REAL ESTATE COMPANY OF
                             TEXAS, INC., a Texas corporation

                             AMERCO REAL ESTATE COMPANY, a Nevada
                             corporation

                             AMERCO REAL ESTATE SERVICES, INC., a
                             Nevada corporation

                             EIGHT PAC COMPANY, a Nevada corporation

                             ELEVEN PAC COMPANY, a Nevada corporation

                             FIFTEEN PAC COMPANY, a Nevada corporation

                             FIVE PAC COMPANY, a Nevada corporation

                             FOUR PAC COMPANY, a Nevada corporation

                             FOURTEEN PAC COMPANY, a Nevada
                             corporation

                             NATIONWIDE COMMERCIAL CO., an Arizona
                             corporation

                             NINE PAC COMPANY, a Nevada corporation

                             ONE PAC COMPANY, a Nevada corporation

                             PF&F HOLDINGS CORPORATION, a Delaware
                             corporation

                             SEVEN PAC COMPANY, a Nevada corporation

                             SEVENTEEN PAC COMPANY, a Nevada
                             corporation

                             SIX PAC COMPANY, a Nevada corporation

                             SIXTEEN PAC COMPANY, a Nevada corporation

                             TEN PAC COMPANY, a Nevada corporation

                             SIGNATURE PAGE 2 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             THREE PAC COMPANY, a Nevada corporation

                             TWELVE PAC COMPANY, a Nevada corporation

                             TWO PAC COMPANY, a Nevada corporation

                             YONKERS PROPERTY CORPORATION, a New
                             York corporation

                             By: /s/ Carlos Vizcarra
                                 _______________________________________________
                                 Carlos Vizcarra, President

                             SIGNATURE PAGE 3 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             EMOVE, INC., a Nevada corporation

                             WEB TEAM ASSOCIATES, INC., a Nevada
                             corporation

                             By: /s/ Thomas Tollison
                                --------------------------------
                                 Thomas Tollison, Secretary

                             SIGNATURE PAGE 4 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             U-HAUL INSPECTIONS LTD., a British Columbia
                             corporation

                             By: /s/ Wolfgang Bromba
                                 _______________________________________________
                                 Wolfgang Bromba, Secretary

                             SIGNATURE PAGE 5 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             A & M ASSOCIATES, INC., an Arizona
                             corporation

                             U-HAUL BUSINESS CONSULTANTS, INC., an
                             Arizona corporation

                             U-HAUL CO. (CANADA) LTD. U-HAUL CO.
                             (CANADA) LTEE, an Ontario corporation

                             U-HAUL CO. OF ALABAMA, INC., an Alabama
                             corporation

                             U-HAUL CO. OF ALASKA, an Alaska corporation

                             U-HAUL CO. OF ARIZONA, an Arizona
                             corporation

                             U-HAUL CO. OF ARKANSAS, a Arkansas
                             corporation

                             U-HAUL CO. OF CALIFORNIA, a California
                             corporation

                             U-HAUL CO. OF COLORADO, a Colorado
                             corporation

                             U-HAUL CO. OF CONNECTICUT, a Connecticut
                             corporation

                             U-HAUL CO. OF DISTRICT OF COLUMBIA,
                             INC., a District of Columbia corporation

                             U-HAUL CO. OF FLORIDA, a Florida corporation

                             U-HAUL CO. OF GEORGIA, a Georgia
                             corporation

                             U-HAUL CO. OF IDAHO, INC., an Idaho
                             corporation

                             U-HAUL CO. OF ILLINOIS, INC., an Illinois
                             corporation

                             U-HAUL CO. OF INDIANA, INC., an Indiana
                             corporation

                             U-HAUL CO. OF IOWA, INC., an Iowa
                             corporation

                             SIGNATURE PAGE 6 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             U-HAUL CO. OF KANSAS, INC., a Kansas
                             corporation

                             U-HAUL CO. OF KENTUCKY, a Kentucky
                             corporation

                             U-HAUL CO. OF LOUISIANA, a Louisiana
                             corporation

                             U-HAUL CO. OF MAINE, INC., a Maine
                             corporation

                             U-HAUL CO. OF MARYLAND, INC., a Maryland
                             corporation

                             U-HAUL CO. OF MASSACHUSETTS AND
                             OHIO, INC., a Massachusetts corporation

                             U-HAUL CO. OF MICHIGAN, a Michigan
                             corporation

                             U-HAUL CO. OF MINNESOTA, a Minnesota
                             corporation

                             U-HAUL CO. OF MISSISSIPPI, a Mississippi
                             corporation

                             U-HAUL CO. OF MONTANA, INC., a Montana
                             corporation

                             U-HAUL CO. OF NEBRASKA, a Nebraska
                             corporation

                             U-HAUL CO. OF NEVADA, INC., a Nevada
                             corporation

                             U-HAUL CO. OF NEW HAMPSHIRE, INC., a
                             New Hampshire corporation

                             U-HAUL CO. OF NEW JERSEY, INC., a New
                             Jersey corporation

                             U-HAUL CO. OF NEW MEXICO, INC., a New
                             Mexico corporation

                             U-HAUL CO. OF NEW YORK, INC., a New York
                             corporation

                             SIGNATURE PAGE 7 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             U-HAUL CO. OF NORTH CAROLINA, a North
                             Carolina corporation

                             U-HAUL CO. OF NORTH DAKOTA, a North
                             Dakota corporation

                             U-HAUL CO. OF OKLAHOMA, INC., an
                             Oklahoma corporation

                             U-HAUL CO. OF OREGON, an Oregon
                             corporation

                             U-HAUL CO. OF PENNSYLVANIA, a
                             Pennsylvania corporation

                             U-HAUL CO. OF RHODE ISLAND, a Rhode
                             Island corporation

                             U-HAUL CO. OF SOUTH CAROLINA, INC., a
                             South Carolina corporation

                             U-HAUL CO. OF SOUTH DAKOTA, INC., a
                             South Dakota corporation

                             U-HAUL CO. OF TENNESSEE, a Tennessee
                             corporation

                             U-HAUL CO. OF TEXAS, a Texas corporation

                             U-HAUL CO. OF UTAH, INC., a Utah corporation

                             U-HAUL CO. OF VIRGINIA, a Virginia
                             corporation

                             U-HAUL CO. OF WASHINGTON, a Washington
                             corporation

                             U-HAUL CO. OF WEST VIRGINIA, a West
                             Virginia corporation

                             U-HAUL CO. OF WISCONSIN, INC., a Wisconsin
                             corporation

                             U-HAUL CO. OF WYOMING, INC., a Wyoming
                             corporation

                             U-HAUL COMPANY OF MISSOURI, a Missouri
                             corporation

                             SIGNATURE PAGE 8 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                             U-HAUL INTERNATIONAL, INC., a Nevada
                             corporation

                             U-HAUL LEASING & SALES CO., a Nevada
                             corporation

                             U-HAUL OF HAWAII, INC., a Hawaii corporation

                             U-HAUL SELF-STORAGE CORPORATION, a
                             Nevada corporation

                             U-HAUL SELF-STORAGE MANAGEMENT
                             (WPC), INC., a Nevada corporation

                             By: /s/ Gary V. Klinefelter
                                 _______________________________________________
                                 Gary V. Klinefelter, Secretary

                             SIGNATURE PAGE 9 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

ACCEPTED AND AGREED TO BY PURCHASERS:

BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P.,
    its investment advisor

    By: Asgard Investment Corp.,
        its general partner

        By: [ILLEGIBLE]
            ---------------------------------
            Name:
            Title:

DOUBLE BLACK DIAMOND OFFSHORE LDC
By: Carlson Capital, L.P.,
    its investment advisor

    By: Asgard Investment Corp.,
        its general partner

        By: [ILLEGIBLE]
            ---------------------------------
            Name:
            Title:

CANPARTNERS INVESTMENTS IV, LLC

By: /s/ Scott A. Imbach
    -------------------------
    Name:  Scott A. Imbach
    Title: Authorized Signatory

NEWSTART FACTORS, INC.

By: /s/ John Dianne
    -------------------------
    Name:  John Dianne
    Title: Managing Director

SATELLITE ASSET MANAGEMENT, L.P.,
as investment manager on behalf of its managed
funds and accounts

By: /s/ Brian Kriftcher
    ------------------------
    Name: Brian Kriftcher
    Title: Chief Operating Officer and
               Principal

SATELLITE CREDIT OPPORTUNITIES FUND, LTD.
By: Satellite Asset Management, L.P.,
    its investment manager

    By: /s/ Brian Kriftcher
        --------------------------
        Name: Brian Kriftcher
        Title: Chief Operating Officer and
               Principal

SIL LOAN FUNDING LLC

By: /s/ Jason Trala
    --------------------------
    Name:  Jason Trala
    Title: Attorney in fact

                             SIGNATURE PAGE 10 OF 10

                                                  AMERCO NOTE PURCHASE AGREEMENT
<PAGE>

              ANNEX I TO THE PURCHASE AGREEMENT DATED MARCH 1, 2004

                  Terms used herein shall have the meanings ascribed to them
below, or if not set forth below, shall have the meanings ascribed to them in
the Indenture.

                         "ACT"                                   Section 1.3

                         "AGREEMENT"                             Section 1.5

                         "APPLICABLE AGREEMENTS"                 Section 6.8

                         "APPLICABLE LAW"                        Section 6.8

                         "BANK AGENT"                            Section 1.1

                         "CHARTER DOCUMENTS"                     Section 6.8

                         "CLOSING"                               Section 4

                         "CLOSING DATE"                          Section 4

                         "CODE"                                  Section 6.24

                         "COLLATERAL"                            Section 1.1

                         "COLLATERAL AGREEMENT"                  Section 1.1

                         "COLLATERAL TRUSTEE"                    Section 1.1

                         "COMMISSION"                            Section 5.9

                         "CONTROLLING PERSON"                    Section 8.1

                         "ENVIRONMENTAL CLAIMS"                  Section 6.27

                         "ENVIRONMENTAL LAWS"                    Section 6.27

                         "ERISA"                                 Section 6.24

                         "EXCHANGE ACT"                          Section 5.7

                         "EXCHANGE OFFER"                        Section 5.12

                         "FINANCIAL STATEMENTS"                  Section 6.20

                         "GAAP"                                  Section 6.19

                         "GOVERNMENTAL AUTHORITY"                Section 6.8

                         "GRANTORS"                              Section 1.1

                         "GUARANTY"                              Section 1.1

                          ANNEX, EXHIBITS & SCHEDULES-1

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                         "INDEMNIFIED PARTIES"                   Section 8.1

                         "INDENTURE"                             Section 1.1

                         "INITIAL GUARANTORS"                    First Paragraph

                         "INTELLECTUAL PROPERTY"                 Section 6.18

                         "INTERCREDITOR AGREEMENT"               Section 1.1

                         "ISSUER"                                First Paragraph

                         "LOSSES"                                Section 8.1

                         "MATERIAL ADVERSE EFFECT"               Section 6.2

                         "MATERIALS OF ENVIRONMENTAL CONCERN"    Section 6.27

                         "NOTES"                                 Section 1.1

                         "OFFERING"                              Section 1.2

                         "PERMITS"                               Section 6.10

                         "PERMITTED LIEN"                        Indenture

                         "PLEDGED STOCK"                         Section 6.14

                         "PROCEEDINGS"                           Section 6.11

                         "PURCHASE PRICE"                        Section 2

                         "PURCHASERS"                            Addressees

                         "REGULATED PERSONS"                     Section 6.12

                         "SECURITY INTERESTS"                    Section 1.1

                         "SENIOR CREDIT AGREEMENT"               Section 1.1

                         "TAX"                                   Section 6.17

                         "TIA"                                   Section 6.6

                         "TRANSACTIONS"                          Section 3

                         "TRUSTEE"                               Section 1.1

                          ANNEX, EXHIBITS & SCHEDULES-2

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  The following terms shall have the definitions indicated:

                  "Anti-Terrorism Laws" shall mean any laws relating to
terrorism or money laundering, including Executive Order No. 13224 and the USA
Patriot Act.

                  "Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C. Sections 101 et seq.), as amended from time to time, and any successor
statute.

                  "Bankruptcy Court" means the United States Bankruptcy Court
for the District of Nevada.

                  "Bankruptcy Documents" means, collectively, the Plan of
Reorganization, the Disclosure Statement, each as approved by a Final Order, the
Confirmation Order and the Final Order.

                  "Confirmation Order" means the order of the Bankruptcy Court
pursuant to a Final Order confirming the Plan of Reorganization pursuant to
Section 1129 of the Bankruptcy Code.

                  "Debtors" mean Issuer and Amerco Real Estate Company.

                  "Disclosure Statement" means the Disclosure Statement
concerning the Debtors' First Amended Joint Plan of Reorganization under Chapter
11 of the United States Bankruptcy Code dated November 26, 2003, together with
exhibits and schedules thereto, filed with the Bankruptcy Court.

                  "DTC" shall mean The Depository Trust Company.

                  "Exempt Resales" shall mean sales by Purchasers of some or all
of the Notes purchased by Purchasers hereunder solely to persons whom Purchaser
reasonably believes to be "qualified institutional buyers" as defined in Rule
144A under the Act.

                  "Final Order" means an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction as to which the time to appeal,
seek leave to appeal, petition for certiorari or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for reargument, rehearing or leave to appeal shall be pending
or as to which any right to appeal, petition for certiorari, reargue, rehear or
seek leave to appeal shall have been waived in writing by the party holding such
right in form and substance satisfactory to the Issuer and the Purchasers or, in
the event that an appeal, writ of certiorari, or reargument or rehearing thereof
or leave to appeal has been motioned for or sought, such order of the court
shall have been affirmed by the highest court to which such order was appealed,
or certiorari has been denied or from which reargument or rehearing or leave to
appeal was motioned for or sought, and the time to take any further appeal,
petition for certiorari, move for reargument or rehearing or seek leave to
appeal shall have expired.

                  "Issuer 10-K" shall mean that certain Annual Report pursuant
to Section 13 or 15(d) of the Securities Act of 1934 on Form 10-K, for the
fiscal year ended on March 31, 2003 of Issuer, filed with the Commission on
August 25, 2003.

                  "Issuer 10-Q's" shall mean each Quarterly Report pursuant to
Section 13 or 15(d) of the Securities Act of 1934 on Form 10-Q, for the fiscal
quarters ending on June 30, 2003, September 30, 2003, and December 31, 2003
filed with the Commission on September 10, 2003, November 14, 2003, and February
17, 2004 respectively.

                          ANNEX, EXHIBITS & SCHEDULES-3

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                  "Plan of Reorganization" means the First Amended Joint Plan of
Reorganization of Debtors dated November 26, 2003, together with exhibits and
schedules thereto, filed with the Bankruptcy Court, together with any amendments
or modifications thereto.

                  "Pledged Company" shall have the meaning set forth in the
Stock Pledge Agreement.

                  "Reasonable Inquiry" shall mean reasonable inquiry by senior
officers of Issuer or any other Initial Guarantor, as applicable.

                  "SEC Documents" means all reports, documents and other
information filed by Issuer pursuant to the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended, and all other rules and
regulations promulgated by the SEC, including such Person's filed Form 10-K and
subsequently filed quarterly reports on Form 10-Q and current reports on Form
8-K. All references to the SEC Documents shall be deemed to include all
documents incorporated by reference therein and all amendments and supplements
thereto.

                  "Term Sheets" means, collectively, that certain Term Sheet
entered into by Issuer and Canyon Capital Advisors LLC, dated December 1, 2003
and that certain Term Sheet entered into by Issuer, Double Black Diamond
Offshore LDC and Black Diamond Offshore Ltd., dated December 4, 2003, each as
amended or supplemented.

                          ANNEX, EXHIBITS & SCHEDULES-4

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT A

                                FORM OF INDENTURE

                          ANNEX, EXHIBITS & SCHEDULES-5

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT B

                         FORM OF INTERCREDITOR AGREEMENT

                          ANNEX, EXHIBITS & SCHEDULES-6

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT C

                              FORM OF ESCROW LETTER

                          ANNEX, EXHIBITS & SCHEDULES-7

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT D

                              FORM OF LEGAL OPINION

                          ANNEX, EXHIBITS & SCHEDULES-8

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT E

                              OFFICER'S CERTIFICATE

                          ANNEX, EXHIBITS & SCHEDULES-9

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                   SCHEDULE A

                                   PURCHASERS

<TABLE>
<S>                                         <C>
Canpartners Investments IV, LLC             Principal Amount of Notes Purchased: $15,000,000.00
9665 Wilshire Boulevard, Suite 200          Purchase Price of Notes Purchased: $14,700,000.00
Beverly Hills, California 92012

Black Diamond Offshore, Ltd.                Principal Amount of Notes Purchased: $2,400,000.00
c/o Carlson Capital, L.P.                   Purchase Price of Notes Purchased: $2,352,000.00
2100 McKinney Ave, Suite 1600
Dallas, TX 75201
Attention: Lana Beeter

Double Black Diamond Offshore LDC           Principal Amount of Notes Purchased: $12,600,000.00
c/o Carlson Capital, L.P.                   Purchase Price of Notes Purchased: $12,348,000.00
2100 McKinney Ave, Suite 1600
Dallas, TX 75201
Attention: Lana Beeter

New Start Factors, Inc.                     Principal Amount of Notes Purchased: $11,498,000.00
2 Stamford Plaza, Suite 1501                Purchase Price of Notes Purchased: $11,268,040.00
Stamford, CT 06901
Attention: John Dionne
Managing Director

Satellite Asset Management, L.P.            Principal Amount of Notes Purchased: $7,677,355.00
623 Fifth Ave., 20th floor                  Purchase Price of Notes Purchased: $7,523,808.00
New York, NY 10022
Attention: Brian Kriftcher,
Chief Operating Officer

Satellite Credit Opportunities Fund, Ltd.   Principal Amount of Notes Purchased: $6,434,645.00
623 Fifth Ave., 20th floor                  Purchase Price of Notes Purchased: $6,305,952.00
New York, NY 10022
Attention: Brian Kriftcher,
Chief Operating Officer

SIL Loan Funding LLC                        Principal Amount of Notes Purchased: $24,390,000.00
600 Steamboat Road                          Purchase Price of Notes Purchased: $23,902,200.00
Greenwich, CT 06830
Attention: Ed Mule
Managing Director
</TABLE>

                         ANNEX, EXHIBITS & SCHEDULES-10

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                  SCHEDULE 6.3

                                  SUBSIDIARIES

                         ANNEX, EXHIBITS & SCHEDULES-11

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                 SCHEDULE 6.4(A)

                          INDEBTEDNESS OF EACH GRANTOR

                         ANNEX, EXHIBITS & SCHEDULES-12

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                 SCHEDULE 6.4(B)

                             TRAC LEASE TRANSACTIONS

                         ANNEX, EXHIBITS & SCHEDULES-13

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                  SCHEDULE 6.55

                                   AFFILIATES

                         ANNEX, EXHIBITS & SCHEDULES-14

                                                  AMERCO NOTE PURCHASE AGREEMENT

<PAGE>

                                  SCHEDULE 6.58

                     MAXIMUM DEBT; REFINANCING INDEBTEDNESS

                         ANNEX, EXHIBITS & SCHEDULES-15

                                                  AMERCO NOTE PURCHASE AGREEMENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>p68953exv4w4.txt
<DESCRIPTION>EX-4.4
<TEXT>
<PAGE>

                              NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, fully and
unconditionally guaranteed, to the extent set forth in the Indenture (defined
below) and subject to the provisions in the Indenture dated as of March 1, 2004
(the "Indenture") among AMERCO, the Guarantors listed on the signature pages
thereto and Wells Fargo Bank, N.A., as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.
The signatories to this Note Guarantee may sign in counterpart.

                                        1
<PAGE>

         IN WITNESS WHEREOF, each Guarantor has caused this Notation of
Guarantee to be signed manually or by facsimile by its duly authorized officer.

Date: March 15, 2004

                                     GUARANTORS:

                                     AMERCO REAL ESTATE COMPANY, a Nevada
                                     corporation

                                     AMERCO REAL ESTATE SERVICES, INC. a Nevada
                                     corporation

                                     AMERCO REAL ESTATE COMPANY OF ALABAMA,
                                     INC., an Alabama corporation

                                     AMERCO REAL ESTATE COMPANY OF TEXAS, INC.
                                     a Texas corporation

                                     ONE PAC COMPANY, a Nevada corporation

                                     TWO PAC COMPANY, a Nevada corporation

                                     THREE PAC COMPANY, a Nevada corporation

                                     FOUR PAC COMPANY, a Nevada corporation

                                     FIVE PAC COMPANY, a Nevada corporation

                                     SIX PAC COMPANY, a Nevada corporation

                                     SEVEN PAC COMPANY, a Nevada corporation

                                     EIGHT PAC COMPANY, a Nevada corporation

                                     NINE PAC COMPANY, a Nevada corporation

                                     TEN PAC COMPANY, a Nevada corporation

                                     ELEVEN PAC COMPANY, a Nevada corporation

                                     TWELVE PAC COMPANY, a Nevada corporation

                                     FOURTEEN PAC COMPANY, a Nevada corporation

                                     FIFTEEN PAC COMPANY, a Nevada corporation

                                     SIXTEEN PAC COMPANY, a Nevada corporation

                                     SEVENTEEN PAC COMPANY, a Nevada corporation

                                     NATIONWIDE COMMERCIAL CO., an Arizona
                                     corporation

<PAGE>

                                     PF&F HOLDINGS CORPORATION, a Delaware
                                     corporation

<PAGE>

                                     YONKERS PROPERTY CORPORATION, a New York
                                     corporation

                                     By: /s/ Carlos Vizcarra
                                        ------------------------------------
                                           Carlos Vizcarra, President

<PAGE>

                                     EMOVE, INC., a Nevada corporation

                                     WEB TEAM ASSOCIATES, INC. a Nevada
                                     corporation

                                     By: /s/ Thomas Tollison
                                         ___________________________________
                                           Thomas Tollison, Secretary

<PAGE>

                                     U-HAUL INSPECTIONS LTD., a British
                                     Columbia corporation

                                     By: /s/ Wolfgang Bromba
                                         ___________________________________
                                           Wolfgang Bromba, Secretary

<PAGE>

                                     U-HAUL INTERNATIONAL, INC., a Nevada
                                     corporation

                                     A & M ASSOCIATES, INC., an Arizona
                                     corporation

                                     U-HAUL SELF-STORAGE CORPORATION, a Nevada
                                     corporation

                                     U-HAUL SELF-STORAGE MANAGEMENT (WPC), INC.,
                                     a Nevada corporation

                                     U-HAUL BUSINESS CONSULTANTS, INC., an
                                     Arizona corporation

                                     U-HAUL LEASING & SALES CO., a Nevada
                                     corporation

                                     U-HAUL CO. OF ALABAMA, INC., an Alabama
                                     corporation

                                     U-HAUL CO. OF ALASKA, an Alaska corporation

                                     U-HAUL CO. OF ARIZONA, an Arizona
                                     corporation

                                     U-HAUL CO. OF ARKANSAS, an Arkansas
                                     corporation

                                     U-HAUL CO. OF CALIFORNIA, a California
                                     corporation

                                     U-HAUL CO. OF COLORADO, a Colorado
                                     corporation

                                     U-HAUL CO. OF CONNECTICUT, a Connecticut
                                     corporation

                                     U-HAUL CO. OF DISTRICT OF COLUMBIA, INC.,
                                     a District of Columbia corporation

                                     U-HAUL CO. OF FLORIDA, a Florida
                                     corporation

                                     U-HAUL CO. OF GEORGIA, a Georgia
                                     corporation

                                     U-HAUL OF HAWAII, INC., a Hawaii
                                     corporation

                                     U-HAUL CO. OF IDAHO, INC., an Idaho
                                     corporation

                                     U-HAUL CO. OF IOWA, INC., an Iowa
                                     corporation

                                     U-HAUL CO. OF ILLINOIS, INC., an Illinois
                                     corporation

<PAGE>

                                     U-HAUL CO. OF INDIANA, INC., an Indiana
                                     corporation

                                     U-HAUL CO. OF KANSAS, INC., a Kansas
                                     corporation

                                     U-HAUL CO. OF KENTUCKY, a Kentucky
                                     corporation

                                     U-HAUL CO. OF LOUISIANA, a Louisiana
                                     corporation

                                     U-HAUL CO. OF MASSACHUSETTS AND OHIO, INC.,
                                     a Massachusetts corporation

                                     U-HAUL CO. OF MARYLAND, INC., a Maryland
                                     corporation

                                     U-HAUL CO. OF MAINE, INC., a Maine
                                     corporation

                                     U-HAUL CO. OF MICHIGAN, a Michigan
                                     corporation

                                     U-HAUL CO. OF MINNESOTA, a Minnesota
                                     corporation

                                     U-HAUL COMPANY OF MISSOURI, a Missouri
                                     corporation

                                     U-HAUL CO. OF MISSISSIPPI, a Mississippi
                                     corporation

                                     U-HAUL CO. OF MONTANA, INC., a Montana
                                     corporation

                                     U-HAUL CO. OF NORTH CAROLINA, a North
                                     Carolina corporation

                                     U-HAUL CO. OF NORTH DAKOTA, a North Dakota
                                     corporation

                                     U-HAUL CO. OF NEBRASKA, a Nebraska
                                     corporation

                                     U-HAUL CO. OF NEVADA, INC., a Nevada
                                     corporation

                                     U-HAUL CO. OF NEW HAMPSHIRE, INC., a New
                                     Hampshire corporation

                                     U-HAUL CO. OF NEW JERSEY, INC. a New Jersey
                                     corporation

                                     U-HAUL CO. OF NEW MEXICO, INC., a New
                                     Mexico corporation

<PAGE>

                                     U-HAUL CO. OF NEW YORK, INC., a New York
                                     corporation

                                     U-HAUL CO. OF OKLAHOMA, INC., an Oklahoma
                                     corporation

                                     U-HAUL CO. OF OREGON, an Oregon corporation

                                     U-HAUL CO. OF PENNSYLVANIA, a Pennsylvania
                                     corporation

                                     U-HAUL CO. OF RHODE ISLAND, a Rhode Island
                                     corporation

                                     U-HAUL CO. OF SOUTH CAROLINA, INC. a South
                                     Carolina corporation

                                     U-HAUL CO. OF SOUTH DAKOTA, INC., a South
                                     Dakota corporation

                                     U-HAUL CO. OF TENNESSEE, a Tennessee
                                     corporation

                                     U-HAUL CO. OF TEXAS, a Texas corporation

                                     U-HAUL CO. OF UTAH, INC., a Utah
                                     corporation

                                     U-HAUL CO. OF VIRGINIA, a Virginia
                                     corporation

                                     U-HAUL CO. OF WASHINGTON, a Washington
                                     corporation

                                     U-HAUL CO. OF WISCONSIN, INC., a Wisconsin
                                     corporation

                                     U-HAUL CO. OF WEST VIRGINIA, a West
                                     Virginia corporation

                                     U-HAUL CO. OF WYOMING, INC., a Wyoming
                                     corporation

                                     U-HAUL CO. (CANADA) LTD. U-HAUL CO.
                                     (CANADA) LTEE, an Ontario corporation

                                     By: /s/ Gary V. Klinefelter
                                        ------------------------------------
                                           Gary V. Klinefelter, Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>7
<FILENAME>p68953exv4w5.txt
<DESCRIPTION>EX-4.5
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of March 1, 2004

                                  By and Among

                                     AMERCO,
                                   as Issuer,

                           the GUARANTORS named herein

                                       and

                        CANPARTNERS INVESTMENTS IV, LLC,
                       DOUBLE BLACK DIAMOND OFFSHORE LDC,
                          BLACK DIAMOND OFFSHORE LTD.,
                             NEWSTART FACTORS, INC.,
                              SIL LOAN FUNDING LLC,
                        SATELLITE ASSET MANAGEMENT, L.P.
                                       and
                    SATELLITE CREDIT OPPORTUNITIES FUND, LTD.
                                  as Purchasers

                 9.0% Second Lien Senior Secured Notes due 2009

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                   <C>
Section 1.     Definitions......................................................        1
Section 2.     Exchange Offer...................................................        4
Section 3.     Shelf Registration...............................................        6
Section 4.     Additional Interest..............................................        7
Section 5.     Registration Procedures..........................................        9
Section 6.     Registration Expenses............................................       16
Section 7.     Indemnification..................................................       16
Section 8.     Rule 144 and 144A................................................       20
Section 9.     Underwritten Registrations.......................................       20
Section 10.    Miscellaneous....................................................       20
        (a)    No Inconsistent Agreements.......................................       21
        (b)    Adjustments Affecting Registrable Notes..........................       21
        (c)    Amendments and Waivers...........................................       21
        (d)    Notices..........................................................       21
        (e)    Guarantors.......................................................       22
        (f)    Successors and Assigns...........................................       22
        (g)    Counterparts.....................................................       22
        (h)    Headings.........................................................       23
        (i)    Governing Law....................................................       23
        (j)    Severability.....................................................       23
        (k)    Securities Held by the Company or Its Affiliates.................       23
        (l)    Third-Party Beneficiaries........................................       23
        (m)    Attorneys' Fees..................................................       23
        (n)    Entire Agreement.................................................       23

SIGNATURES......................................................................      S-1
SCHEDULE A      ADDRESSES OF PURCHASERS
</TABLE>

                                       -i-
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is dated
as of March 1, 2004, by and among AMERCO, a Nevada corporation (the "Company"),
and each of the Guarantors (as defined herein) (the Company and the Guarantors
are referred to collectively herein as the "Issuers"), on the one hand, and
CANPARTNERS INVESTMENTS IV, LLC, DOUBLE BLACK DIAMOND OFFSHORE LDC, BLACK
DIAMOND OFFSHORE LTD., NEWSTART FACTORS, INC., SIL LOAN FUNDING LLC, SATELLITE
ASSET MANAGEMENT, L.P. and SATELLITE CREDIT OPPORTUNITIES FUND, LTD. (the
"Purchasers"), on the other hand.

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of March 1, 2004, by and among the Issuers and the
Purchasers (the "Purchase Agreement"), relating to the offering of $80,000,000
aggregate principal amount of the Company's 9.0% Second Lien Senior Secured
Notes due 2009 (including the guarantees thereof by the Guarantors, the
"Notes"). The Notes are a part of an issue of $200,000,000 of the Company's 9.0%
Second Lien Senior Secured Notes due 2009 (the "Second Lien Senior Secured
Notes"). The execution and delivery of this Agreement is a condition to the
Purchasers' obligation to purchase the Notes under the Purchase Agreement.

                  The parties hereby agree as follows:

         Section 1. Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "action" shall have the meaning set forth in Section 7(c)
hereof.

                  "Additional Interest" shall have the meaning set forth in
Section 4(a) hereof.

                  "Additional Interest Payment Date" shall have the meaning set
forth in Section 4(b) hereof.

                  "Advice" shall have the meaning set forth in Section 5 hereof.

                  "Agreement" shall have the meaning set forth in the first
introductory paragraph hereof.

                  "Board of Directors" shall have the meaning set forth in
Section 5 hereof.

                  "Business Day" shall mean a day that is not a Legal Holiday.

                  "Company" shall have the meaning set forth in the introductory
paragraph hereof and shall also include the Company's permitted successors and
assigns.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "day" shall mean a calendar day.

<PAGE>

                  "Delay Period" shall have the meaning set forth in Section 5
hereof.

                  "Effectiveness Period" shall have the meaning set forth in the
second paragraph of Section 3(b) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Notes" shall have the meaning set forth in Section
2(a) hereof.

                  "Exchange Offer" shall have the meaning set forth in Section
2(a) hereof.

                  "Exchange Offer Registration Statement" shall have the meaning
set forth in Section 2(a) hereof.

                  "Guarantors" means each of the Persons executing this
Agreement as a guarantor on the date hereof and each Person who executes and
delivers a counterpart of this Agreement hereafter pursuant to Section 10(e)
hereof.

                  "Holder" shall mean any holder of a Registrable Note or
Registrable Notes.

                  "Indenture" shall mean the Indenture, dated as of March 1,
2004, by and among the Issuers and Wells Fargo Bank, N.A., as trustee, pursuant
to which the Notes are being issued, as amended or supplemented from time to
time in accordance with the terms thereof.

                  "Initial Shelf Registration" shall have the meaning set forth
in Section 3(a) hereof.

                  "Inspectors" shall have the meaning set forth in Section 5(n)
hereof.

                  "Issue Date" shall mean March 15, 2004, the date of original
issuance of the Notes.

                  "Issuers" shall have the meaning set forth in the first
introductory paragraph hereof.

                  "Legal Holiday" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York, New York are required by law, regulation
or executive order to remain closed.

                  "Losses" shall have the meaning set forth in Section 7(a)
hereof.

                  "Notes" shall have the meaning set forth in the second
introductory paragraph hereof.

                  "Participant" shall have the meaning set forth in
Section 7(a) hereof.

                  "Person" shall mean an individual, corporation, partnership,
joint venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

                                       -2-
<PAGE>

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, any prospectus subject to
completion and a prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.

                  "Purchase Agreement" shall have the meaning set forth in the
second introductory paragraph hereof.

                  "Records" shall have the meaning set forth in Section 5(n)
hereof.

                  "Registrable Notes" shall mean each Note upon its original
issuance and at all times subsequent thereto and each Exchange Note as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all times
subsequent thereto, in each case until the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Note or, Exchange Note has been declared effective by
the Commission and such Note or, Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note or, Exchange Note, as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Note or, Exchange
Note has been sold in compliance with Rule 144 or is salable pursuant to Rule
144(k).

                  "Registration Default" shall have the meaning set forth in
Section 4(a) hereof.

                  "Registration Statement" shall mean any appropriate
registration statement of the Company covering any of the Registrable Notes
filed with the Commission under the Securities Act, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference or deemed to be
incorporated by reference therein.

                  "Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission providing for offers and
sales of securities made in compliance therewith resulting in offers and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

                  "Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission.

                                       -3-
<PAGE>

                  "Second Lien Senior Secured Notes" shall have the meaning set
forth in the second introductory paragraph hereof.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Filing Event" shall have the meaning set forth in
Section 2(c) hereof.

                  "Shelf Registration" shall have the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean any Registration
Statement filed in connection with a Shelf Registration.

                  "Subsequent Shelf Registration" shall have the meaning set
forth in Section 3(b) hereof.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended.

                  "Trustee" shall mean the trustee under the Indenture and the
trustee (if any) under any indenture governing the Exchange Notes.

                  "Underwritten registration or underwritten offering" shall
mean a registration in which securities of the Company are sold to an
underwriter for reoffering to the public.

         Section 2. Exchange Offer

                  (a)      The Issuers shall (i) file a Registration Statement
(the "Exchange Offer Registration Statement") within 60 days after the Issue
Date with the Commission on an appropriate registration form with respect to a
registered offer (the "Exchange Offer") to exchange any and all of the
Registrable Notes for a like aggregate principal amount of notes (including the
guarantees with respect thereto, the "Exchange Notes") that are identical in all
material respects to the Notes (except that the Exchange Notes shall not contain
terms with respect to transfer restrictions or Additional Interest upon a
Registration Default), (ii) use their best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act within
150 days after the Issue Date and (iii) use their best efforts to consummate the
Exchange Offer within 180 days after the Issue Date. Upon the Exchange Offer
Registration Statement being declared effective by the Commission, the Company
will offer the Exchange Notes in exchange for surrender of the Notes. The
Company shall keep the Exchange Offer open for not less than 20 Business Days
(or longer if required by applicable law) after the date notice of the Exchange
Offer is mailed to Holders.

                  Each Holder that participates in the Exchange Offer will be
required to represent to the Company in writing that (i) any Exchange Notes to
be received by it will be acquired in the ordinary course of its business, (ii)
it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
of the Issuer, as defined by rule 405 of the Securities Act, or if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) it is not
engaged in, and does

                                       -4-
<PAGE>

not intend to engage in, a distribution of Exchange Notes, and (v) such Holder
has full power and authority to transfer the Notes in exchange for the Exchange
Notes and that the Company will acquire good and unencumbered title thereto free
and clear of any liens, restrictions, charges or encumbrances and not subject to
any adverse claims.

                  No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the Issuers shall have no further registration obligations other
than the Issuers' continuing registration obligations with respect to Notes as
to which clause (c)(iii) of this Section 2 applies or Exchange Notes as to which
clause (c)(iv) of this Section 2 applies.

                  (b)      In connection with the Exchange Offer, the Company
shall:

                  (1)      mail or cause to be mailed to each Holder entitled to
         participate in the Exchange Offer a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2)      utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (3)      permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer shall remain open; and

                  (4)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
the Company shall:

                  (1)      accept for exchange all Notes validly tendered and
         not validly withdrawn by the Holders pursuant to the Exchange Offer;

                  (2)      deliver or cause to be delivered to the Trustee for
         cancellation all Notes so accepted for exchange; and

                  (3)      cause the Trustee to authenticate and deliver
         promptly, to each such Holder of Notes, Exchange Notes equal in
         principal amount to the Registrable Notes of such Holder so accepted
         for exchange.

                  The Exchange Offer shall not be subject to any conditions,
other than that (i) the Exchange Offer does not violate applicable law or any
applicable interpretation of the staff of the Commission, (ii) no action or
proceeding shall have been instituted or threatened in any court or by any
governmental agency which might materially impair the ability of the Company to
proceed with the Exchange Offer and no material adverse development shall have
occurred in any such existing action or proceeding with respect to the Company
and (iii) all governmental approvals shall have been

                                       -5-
<PAGE>

obtained, which approvals the Company reasonably deems necessary for the
consummation of the Exchange Offer.

                  The Exchange Notes shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture (in either
case, with such changes as are necessary to comply with any requirements of the
Commission to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA and shall provide that
the Exchange Notes shall not be subject to the transfer restrictions set forth
in the Indenture.

                  (c)      In the event that (i) any changes in law or the
applicable interpretations of the staff of the Commission do not permit the
Issuers to effect the Exchange Offer, (ii) for any reason the Exchange Offer is
not consummated within 180 days of the Issue Date, (iii) any Holder, other than
an Initial Purchaser, is prohibited by law or the applicable interpretations of
the staff of the Commission from participating in the Exchange Offer, or (iv) in
the case of any Holder who participates in the Exchange Offer, such Holder does
not receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of any Issuer within the meaning of
the Securities Act) (each such event referred to in clauses (i) through (iv) of
this sentence, a "Shelf Filing Event"), then the Issuers shall promptly deliver
to the Holders and the Trustee written notice thereto and file a Shelf
Registration pursuant to Section 3 hereof.

         Section 3. Shelf Registration

                  If at any time a Shelf Filing Event shall occur, then:

                  (a)      Shelf Registration. The Issuers shall file with the
Commission a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 of the Securities Act covering all of the Registrable
Notes not exchanged in the Exchange Offer (the "Initial Shelf Registration").
The Issuers shall file the Initial Shelf Registration with the Commission as
promptly as practicable. The Initial Shelf Registration shall be on an
appropriate form permitting registration of such Registrable Notes for resale by
Holders in the manner or manners designated by them (including, without
limitation, one or more underwritten offerings). The Issuers shall not permit
any securities other than the Registrable Notes to be included in the Shelf
Registration or any Subsequent Shelf Registration (as defined below).

                  The Issuers shall use their reasonable best efforts (x) to
cause the Initial Shelf Registration to be declared effective under the
Securities Act on or prior to the 150th day after the date of the Shelf Filing
Event and (y) to keep the Initial Shelf Registration continuously effective
under the Securities Act for the period ending on the date which is two years
from the Issue Date, or such shorter period ending when all Registrable Notes
covered by the Initial Shelf Registration have been sold in the manner set forth
and as contemplated in the Initial Shelf Registration or, if applicable, a
Subsequent Shelf Registration (as may be extended pursuant to the last paragraph
of Section 5 hereof, the "Effectiveness Period"); provided, however, that the
Effectiveness Period in respect of the Initial Shelf Registration shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of the Securities Act and as otherwise provided
herein. The Company may suspend the effectiveness of the Shelf Registration
Statement by written notice to

                                       -6-
<PAGE>

the Holders (i) as a result of the filing of a post-effective amendment to the
Shelf Registration Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related Prospectus or (ii) for so long as permitted pursuant to the penultimate
paragraph of Section 5 hereof.

                  (b)      Withdrawal of Stop Orders; Subsequent Shelf
Registrations. If the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below) ceases to be effective for any reason at any
time during the Effectiveness Period (other than because of the sale of all of
the Notes registered thereunder), the Issuers shall use their reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend such Shelf Registration Statement in a manner to obtain
the withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement pursuant to Rule 415 covering all of the
Registrable Notes covered by and not sold under the Initial Shelf Registration
or an earlier Subsequent Shelf Registration (each, a "Subsequent Shelf
Registration"). If a Subsequent Shelf Registration is filed, the Issuers shall
use their reasonable best efforts to cause the Subsequent Shelf Registration to
be declared effective under the Securities Act as soon as practicable after such
filing and to keep such subsequent Shelf Registration continuously effective for
a period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein the term "Shelf Registration" means the Initial Shelf Registration and
any Subsequent Shelf Registration.

                  (c)      Supplements and Amendments. The Issuers agree to
supplement or make amendments to the Shelf Registration Statement as and when
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration Statement or by the
Securities Act or rules and regulations thereunder for shelf registration, or if
reasonably requested by the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or by any
underwriter of such Registrable Notes.

         Section 4. Additional Interest

                  (a)      The Issuers and the Purchasers agree that the Holders
will suffer damages if the Issuers fail to fulfill their obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Issuers agree, jointly
and severally, that if:

                  (i)      the Exchange Offer Registration Statement is not
         filed with the Commission on or prior to the 60th day following the
         Issue Date or, if that day is not a Business Day, the next day that is
         a Business Day,

                  (ii)     the Exchange Offer Registration Statement is not
         declared effective on or prior to the 150th day following the Issue
         Date or, if that day is not a Business Day, the next day that is a
         Business Day,

                                       -7-
<PAGE>

                  (iii)    the Exchange Offer is not consummated on or prior to
         the 180th day following the Issue Date, or, if that day is not a
         Business Day, the next day that is a Business Day; or

                  (iv)     the Shelf Registration Statement is required to be
         filed but is not declared effective on or prior to the 150th day
         following the date of the Shelf Filing Event, or, if that day is not a
         Business Day, the next day that is a Business Day, or is declared
         effective by such date but thereafter ceases to be effective or usable,
         except if the Shelf Registration ceases to be effective or usable as
         specifically permitted by the penultimate paragraph of Section 5 hereof

(each such event referred to in clauses (i) through (iv) a "Registration
Default," then additional cash interest ("Additional Interest") will accrue on
the Registrable Notes, as applicable. The rate of Additional Interest will be
0.25% per annum for the first 90-day period immediately following the occurrence
of a Registration Default, increasing by an additional 0.50% per annum with
respect to each subsequent 90-day period up to a maximum amount of Additional
Interest of 2.00% per annum, from and including the date on which any such
Registration Default shall occur to, but excluding, the earlier of (1) the date
on which all Registration Defaults have been cured or (2) the date on which all
the Registrable Notes otherwise become freely transferable by Holders other than
affiliates of the Issuers without further registration under the Securities Act.
If, after the cure of all Registration Defaults then in effect, there is a
subsequent Registration Default, the rate of Additional Interest for such
subsequent Registration Default shall initially be 0.25% per annum, regardless
of the rate in effect with respect to any prior Registration Default at the time
of cure of such Registration Default, which amount of Additional Interest shall
increase incrementally thereafter in the manner provided in the preceding
sentence (up to a maximum amount of Additional Interest of 2.00% per annum)
until such Registration Default is cured, with the effect that each subsequent
Registration Default shall be treated as if no prior Registration Default had
occurred.

                  Notwithstanding the foregoing, (1) the amount of Additional
Interest payable shall not increase because more than one Registration Default
has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is
not entitled to the benefits of the Shelf Registration Statement (i.e., such
Holder has not elected to include information) shall not be entitled to
Additional Interest with respect to a Registration Default that pertains to the
Shelf Registration Statement.

                  (b)      So long as Notes remain outstanding, the Company
shall notify the Trustee within five Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid. Any amounts of Additional Interest due pursuant to clause (a) of this
Section 4 will be payable in cash quarterly on each March 15, June 15, September
15 and December 15 (each, an "Additional Interest Payment Date"), commencing
with the first such date occurring after any such Additional Interest commences
to accrue, to Holders of record on the March 1, June 1, September 1 and December
1 immediately preceding such dates. The amount of Additional Interest for
Registrable Notes will be determined by multiplying the applicable rate of
Additional Interest by the aggregate principal amount of all such Registrable
Notes outstanding on the Additional Interest Payment Date following such
Registration Default in the case of the first such payment of Additional
Interest with respect to a Registration Default (and thereafter at the next
succeeding Additional Interest Payment Date until the cure of such Registration
Default), multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such

                                       -8-
<PAGE>

period (determined on the basis of a 360-day year comprised of twelve 30-day
months and, in the case of a partial month, the actual number of days elapsed),
and the denominator of which is 360.

                  (c)      The right to receive payment of Additional Interest
as provided herein shall be the exclusive remedy of any Holder arising out of or
related to any Registration Default.

         Section 5. Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, each
of the Issuers shall:

                  (a)      Prepare and file with the Commission the Registration
         Statement or Registration Statements prescribed by Section 2 or 3
         hereof, and use their reasonable best efforts to cause each such
         Registration Statement to become effective and remain effective as
         provided herein; provided, however, that, if such filing is pursuant to
         Section 3 hereof before filing any Registration Statement or Prospectus
         or any amendments or supplements thereto, the Company shall furnish to
         and afford the Holders of the Registrable Notes covered by such
         Registration Statement their counsel (if such counsel is known to the
         Issuers) and the managing underwriters, if any, a reasonable
         opportunity to review copies of all such documents (including copies of
         any documents to be incorporated by reference therein and all exhibits
         thereto) proposed to be filed (in each case at least five Business Days
         prior to such filing or such later date as is reasonable under the
         circumstances). The Issuers shall not file any Registration Statement
         or Prospectus or any amendments or supplements thereto if the Holders
         of 75% in aggregate principal amount of the Registrable Notes covered
         by such Registration Statement, their counsel, or the managing
         underwriters, if any, shall reasonably object on a timely basis.

                  (b)      Prepare and file with the Commission such amendments
         and post-effective amendments to each Shelf Registration Statement as
         may be necessary to keep such Registration Statement continuously
         effective for the Effectiveness Period; cause the related Prospectus to
         be supplemented by any Prospectus supplement required by applicable
         law, and as so supplemented to be filed pursuant to Rule 424 (or any
         similar provisions then in force) promulgated under the Securities Act;
         and comply with the applicable provisions of the Securities Act and the
         Exchange Act with respect to the disposition of all securities covered
         by such Registration Statement as so amended or in such Prospectus as
         so supplemented in each case, in accordance with the intended methods
         of distribution set forth in such Registration Statement or Prospectus,
         as so amended. Other than during any a period specifically provided for
         in the penultimate paragraph of Section 5 with respect to a Shelf
         Registration Statement, the Issuers shall be deemed not to have used
         their reasonable best efforts to keep a Registration Statement
         effective if any Issuer voluntarily takes any action that would result
         in selling Holders of the Registrable Notes covered thereby not being
         able to sell such Registrable Notes during that period unless such
         action is required by applicable law or permitted by this Agreement.

                                       -9-
<PAGE>

                  (c)      If a Shelf Registration is filed pursuant to Section
         3 hereof, notify the selling Holders of Registrable Notes, their
         counsel (if such counsel is known to the Issuers) and the managing
         underwriters, if any, as promptly as possible, and, if requested by any
         such Person, confirm such notice in writing, (i) when a Prospectus or
         any Prospectus supplement or post-effective amendment has been filed,
         and, with respect to a Registration Statement or any post-effective
         amendment, when the same has become effective under the Securities Act
         (including in such notice a written statement that any Holder may, upon
         request, obtain, at the sole expense of the Company, one conformed copy
         of such Registration Statement or post-effective amendment including
         financial statements and schedules, documents incorporated or deemed to
         be incorporated by reference and exhibits), (ii) of the issuance by the
         Commission of any stop order suspending the effectiveness of a
         Registration Statement or of any order preventing or suspending the use
         of any preliminary prospectus or the initiation of any proceedings for
         that purpose, (iii) if at any time when a Prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Notes the representations and warranties of the Issuers
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(m) hereof cease to be true and correct in all
         material respects, (iv) of the receipt by any of the Issuers of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Notes for offer or sale in any jurisdiction, or the
         initiation or threatening of any proceeding for such purpose, (v) of
         the happening of any event, the existence of any condition or any
         information becoming known to any Issuer that makes any statement made
         in such Registration Statement or related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respect or that requires the making of any changes in
         or amendments or supplements to such Registration Statement, Prospectus
         or documents so that, in the case of the Registration Statement, it
         will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading, and that in the case of the
         Prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and (vi) of
         the Company's determination that a post-effective amendment to a
         Registration Statement would be appropriate.

                  (d)      Use their reasonable best efforts to prevent the
         issuance of any order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of a
         Prospectus or suspending the qualification (or exemption from
         qualification) of any of the Registrable Notes for sale in any
         jurisdiction, and, if any such order is issued, to use their reasonable
         best efforts to obtain the withdrawal of any such order at the earliest
         practicable moment.

                  (e)      If a Shelf Registration is filed pursuant to Section
         3 hereof, and if reasonably requested by the managing underwriter or
         underwriters (if any) or the Holders of a majority in aggregate
         principal amount of the Registrable Notes covered by such Registration
         Statement, (i) promptly incorporate in such Registration Statement or
         Prospectus a prospectus supplement or post-effective amendment such
         information as the managing underwriter or underwriters (if any) or,
         such Holders (based upon advice of counsel) reasonably determine is
         required to be

                                      -10-
<PAGE>

         included therein and (ii) make all required filings of such prospectus
         supplement or such post-effective amendment as soon as practicable
         after the Company has received notification of the matters to be
         incorporated in such prospectus supplement or post-effective amendment;
         provided, however, that the Issuers shall not be required to take any
         action hereunder that would, in the written opinion of counsel to the
         Company, violate applicable laws.

                  (f)      If a Shelf Registration is filed pursuant to Section
         3 hereof, furnish to each selling Holder of Registrable Notes who so
         requests, their counsel (if such counsel is known to the Issuers) and
         each managing underwriter, if any, at the sole expense of the Issuers,
         one conformed copy of the Registration Statement or Registration
         Statements and each post-effective amendment thereto, including
         financial statements and schedules, and, if requested, all documents
         incorporated or deemed to be incorporated therein by reference and all
         exhibits.

                  (g)      If a Shelf Registration is filed pursuant to Section
         3 hereof, deliver to each selling Holder of Registrable Notes their
         respective counsel, and the underwriters, if any, at the sole expense
         of the Issuers, as many copies of the Prospectus or Prospectuses
         (including each form of preliminary prospectus) and each amendment or
         supplement thereto and any documents incorporated by reference therein
         as such Persons may reasonably request; and, subject to the last
         paragraph of this Section 5, the Issuers hereby consent to the use of
         such Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes and the underwriters or agents, if
         any, and dealers (if any), in connection with the offering and sale of
         the Registrable Notes covered by such Prospectus and any amendment or
         supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes
         under a Shelf Registration filed pursuant to Section 3 hereof, use
         their reasonable best efforts to register or qualify, and to cooperate
         with the selling Holders of Registrable Notes, the managing underwriter
         or underwriters, if any, and their respective counsel in connection
         with the registration or qualification (or exemption from such
         registration or qualification) of such Registrable Notes for offer and
         sale under the securities or Blue Sky laws of such jurisdictions within
         the United States as any selling Holder, or the managing underwriter or
         underwriters reasonably request; provided, however, that where
         Registrable Notes are offered other than through an underwritten
         offering, the Issuers agree to cause the Company's counsel to perform
         Blue Sky investigations and file registrations and qualifications
         required to be filed pursuant to this Section 5(h); use their
         reasonable best efforts to keep each such registration or qualification
         (or exemption therefrom) effective during the period such Registration
         Statement is required to be kept effective and do any and all other
         acts or things reasonably necessary or advisable to enable the
         disposition in such jurisdictions of such Registrable Notes covered by
         the applicable Registration Statement; provided, however, that no
         Issuer shall be required to (A) qualify generally to do business in any
         jurisdiction where it is not then so qualified, (B) take any action
         that would subject it to general service of process in any such
         jurisdiction where it is not then so subject or (C) subject itself to
         taxation in excess of a nominal dollar amount in any such jurisdiction
         where it is not then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
         3 hereof, cooperate with the selling Holders of Registrable Notes and
         the managing underwriter or underwriters, if any, to

                                      -11-
<PAGE>

         facilitate the timely preparation and delivery of certificates
         representing Registrable Notes to be sold, which certificates shall not
         bear any restrictive legends and shall be in a form eligible for
         deposit with The Depository Trust Company; and enable such Registrable
         Notes to be in such denominations and registered in such names as the
         managing underwriter or underwriters, if any, or selling Holders may
         request at least five Business Days prior to any sale of such
         Registrable Notes.

                  (j)      Use their reasonable best efforts to cause the
         Registrable Notes covered by any Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be reasonably necessary to enable the seller or
         sellers thereof or the underwriter or underwriters, if any, to
         consummate the disposition of such Registrable Notes, except as may be
         required solely as a consequence of the nature of such selling Holder's
         business, in which case the Issuers will cooperate in all reasonable
         respects with the filing of such Registration Statement and the
         granting of such approvals.

                  (k)      If a Shelf Registration is filed pursuant to Section
         3 hereof, upon the occurrence of any event contemplated by Section
         5(c)(v) or 5(c)(vi) hereof, as promptly as reasonably practicable
         prepare and (subject to Section 5(a) and the penultimate paragraph of
         this Section 5) file with the Commission, at the sole expense of the
         Issuers, a supplement or post-effective amendment to the Registration
         Statement or a supplement to the related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Notes being sold thereunder any such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (l)      Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (m)      In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes and take all such other actions as
         are reasonably requested by the managing underwriter or underwriters in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Notes and, in such connection, (i) make such
         representations and warranties to, and covenants with, the underwriters
         with respect to the business of the Company and its subsidiaries, as
         then conducted (including any acquired business, properties or entity,
         if applicable), and the Registration Statement, Prospectus and
         documents, if any, incorporated or deemed to be incorporated by
         reference therein, in each case, as are customarily made by issuers to
         underwriters in underwritten offerings of debt securities similar to
         the Notes, and confirm the same in writing if and when requested; (ii)
         use their best efforts to obtain the written opinions of counsel to the
         Company and written updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters,
         addressed to the underwriters covering the matters

                                      -12-
<PAGE>

         customarily covered in opinions requested in underwritten offerings and
         such other matters as may be reasonably requested by the managing
         underwriter or underwriters; (iii) use their best efforts to obtain
         "cold comfort" letters and updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters
         from the independent certified public accountants of the Company (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Issuers
         for which financial statements and financial data are, or are required
         to be, included or incorporated by reference in the Registration
         Statement), addressed to each of the underwriters, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings;
         and (iv) if an underwriting agreement is entered into, the same shall
         contain indemnification provisions and procedures no less favorable
         than those set forth in Section 7 hereof (or such other provisions and
         procedures acceptable to Holders of a majority in aggregate principal
         amount of Registrable Notes covered by such Registration Statement and
         the managing underwriter or underwriters or agents) with respect to all
         parties to be indemnified pursuant to said Section; provided that the
         Issuers shall not be required to provide indemnification to any
         underwriter selected in accordance with the provisions of Section 9
         hereof with respect to information relating to such underwriter
         furnished in writing to the Company by or on behalf of such underwriter
         expressly for inclusion in such Registration Statement. The above shall
         be done at each closing under such underwriting agreement, or as and to
         the extent required thereunder.

                  (n)      If a Shelf Registration is filed pursuant to Section
         3 hereof, make available for inspection by any selling Holder of such
         Registrable Notes being sold, any underwriter participating in any such
         disposition of Registrable Notes, and any attorney, accountant or other
         agent retained by any such selling Holder or underwriter (collectively,
         the "Inspectors"), at the offices where normally kept, during
         reasonable business hours, all financial and other records, pertinent
         corporate documents and instruments of the Company and its subsidiaries
         (collectively, the "Records") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the officers, directors and employees of the Company and its
         subsidiaries to supply all information reasonably requested by any such
         Inspector in connection with such Registration Statement and
         Prospectus. Each Inspector shall agree in writing that it will keep the
         Records confidential and that it will not disclose, or use in
         connection with any market transactions in violation of any applicable
         securities laws, any Records that the Company determines, in good
         faith, to be confidential and that it notifies the Inspectors in
         writing are confidential unless (i) the disclosure of such Records is
         necessary to avoid or correct a misstatement or omission in such
         Registration Statement or Prospectus, (ii) the release of such Records
         is ordered pursuant to a subpoena or other order from a court of
         competent jurisdiction, (iii) disclosure of such information is
         necessary or advisable in the opinion of counsel for an Inspector in
         connection with any action, claim, suit or proceeding, directly or
         indirectly, involving or potentially involving such Inspector and
         arising out of, based upon, relating to, or involving this Agreement or
         the Purchase Agreement, or any transactions contemplated hereby or
         thereby or arising hereunder or thereunder, or (iv) the information in
         such Records has been made generally available to the public; provided,
         however, that (A) each Inspector shall agree to use reasonable best
         efforts to provide notice to the Company of the potential disclosure of
         any information by such Inspector pursuant to

                                      -13-
<PAGE>

         clause (i), (ii) or (iii) of this sentence to permit the Issuers to
         obtain a protective order (or waive the provisions of this paragraph
         (n)) and (B) each such Inspector shall take such actions as are
         reasonably necessary to protect the confidentiality of such information
         (if practicable) to the extent such action is otherwise not
         inconsistent with, an impairment of or in derogation of the rights and
         interests of the Holder or any Inspector.

                  (o)      Provide an indenture trustee for the Registrable
         Notes or the Exchange Notes, as the case may be, and cause the
         Indenture or the trust indenture provided for in Section 2(a) hereof to
         be qualified under the TIA not later than the effective date of the
         Exchange Offer or the first Registration Statement relating to the
         Registrable Notes; and in connection therewith, cooperate with the
         trustee under any such indenture and the Holders of the Registrable
         Notes or Exchange Notes, as applicable, to effect such changes to such
         indenture as may be required for such indenture to be so qualified in
         accordance with the terms of the TIA; and execute, and use their
         reasonable best efforts to cause such trustee to execute, all documents
         as may be required to effect such changes, and all other forms and
         documents required to be filed with the Commission to enable such
         indenture to be so qualified in a timely manner.

                  (p)      Comply with all applicable rules and regulations of
         the Commission and make generally available to the Company's
         securityholders earnings statements satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 45
         days after the end of any 12-month period (or 90 days after the end of
         any 12-month period if such period is a fiscal year) (i) commencing at
         the end of any fiscal quarter in which Registrable Notes are sold to
         underwriters in a firm commitment or best efforts underwritten offering
         and (ii) if not sold to underwriters in such an offering, commencing on
         the first day of the first fiscal quarter of the Company after the
         effective date of a Registration Statement, which statements shall
         cover said 12-month periods consistent with the requirements of Rule
         158.

                  (q)      If the Exchange Offer is to be consummated, upon
         delivery of the Registrable Notes by Holders to the Company (or to such
         other Person as directed by the Company) in exchange for the Exchange
         Notes mark, or cause to be marked, on such Registrable Notes that such
         Registrable Notes are being cancelled in exchange for the Exchange
         Notes; provided that in no event shall such Registrable Notes be marked
         as paid or otherwise satisfied.

                  (r)      Use their reasonable best efforts to take all other
         steps reasonably necessary or advisable to effect the registration of
         the Exchange Notes and/or Registrable Notes covered by a Registration
         Statement contemplated hereby.

                  (s)      Upon consummation of the Exchange Offer, if so
         requested by the Trustee, obtain an opinion of counsel to the Issuers,
         in a form customary for underwritten transactions, addressed to the
         Trustee for the benefit of all Holders of Registrable Notes
         participating in the Exchange Offer that the Exchange Notes, the
         related guarantee and the related indenture constitute legal, valid and
         binding obligations of the Issuers, enforceable against the Issuers in
         accordance with their respective terms, subject to customary exceptions
         and qualifications.

                                      -14-
<PAGE>

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable Notes
as the Company may, from time to time, reasonably request. The Company may
exclude from such registration the Registrable Notes of any seller if such
seller fails to furnish such information by the date set forth in the Company's
request; provided, however, that such request shall not afford such seller less
than ten (10) Business Days from the date of such seller's receipt of the
Company's request to furnish such information. In the event of such an
exclusion, the Issuers shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4) with respect to
such seller or any subsequent Holder of such Registrable Notes. Each seller as
to which any Shelf Registration is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make any
information previously furnished to the Company by such seller not materially
misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
applicable Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

                  Each Holder of Registrable Notes agrees by acquisition of such
Registrable Notes that, upon actual receipt of any notice from the Company (x)
of the happening of any event of the kind described in Section 5(c)(ii),
5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of Directors of
the Company (the "Board of Directors") has resolved that the disclosure of an
event, occurrence or other item at such time could reasonably be expected to
have a material adverse effect on the business, operations or prospects of the
Company and its subsidiaries or (z) that the Board of Directors determined, in
good faith, that disclosure relating to a material business transaction which
has not been publicly disclosed would jeopardize the success of such transaction
or that disclosure of the transaction is prohibited pursuant to the terms
thereto, then the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto or (ii) in the case of the immediately preceding clause
(y) or (z), the date which is the earlier of (A) the date on which such
disclosure ceases to interfere with the Company's obligations to file or
maintain the effectiveness of any such Registration Statement pursuant to this
Agreement or (B) 60 days after the Company notifies the Holders of such good
faith determination. There shall not be more than 60 days of Delay Periods
during any 12-month period.

                                      -15-
<PAGE>

Any Delay Period will not alter the obligations of the Company to pay Additional
Interest under the circumstances set forth in Section 4 hereof, except to the
extent specifically provided therein.

                  In the event of any Delay Period pursuant to clause (y) or (z)
of the preceding paragraph, notice shall be given as soon as practicable after
the Board of Directors makes such a determination of the need for a Delay Period
and shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of any Registrable Notes covered by such Registration
Statement. The Effectiveness Period shall be extended by the number of days
during each such Delay Period.

         Section 6. Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions) shall be borne by the Issuers, whether or not the
Exchange Offer Registration Statement or any Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of compliance with state securities or Blue Sky laws
(including, without limitation, fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Notes and determination of the
eligibility of the Registrable Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the
case of a Shelf Registration)), (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange
Notes in a form eligible for deposit with The Depository Trust Company and of
printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuers and, in the case of a Shelf
Registration, reasonable fees and disbursements of one special counsel for all
of the sellers of the Registrable Notes, and disbursements of all independent
certified public accountants referred to in Section 5(m)(iii) hereof (including,
without limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Issuers performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable,
and (xi) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting
discounts and commissions of any underwriters with respect to any Registrable
Notes sold by or on behalf of it.

         Section 7. Indemnification

                                      -16-
<PAGE>

                  (a)      Each Issuer, jointly and severally, agrees to
indemnify and hold harmless (i) each Holder of Registrable Notes, (ii) each
Person, if any, who controls any such Holder within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act, (iii) the agents,
employees, officers and directors of each Holder and (iv) the agents, employees,
officers and directors of any such controlling Person (each of the above Persons
listed in clauses (i), (ii), (iii) and (iv) of this Section 7(a), a
"Participant"), from and against any and all losses, liabilities, claims,
damages and expenses (including, but not limited to, reasonable attorneys' fees
and any and all reasonable out-of-pocket expenses actually incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action and any and
all reasonable amounts paid in settlement of any claim or litigation (in the
manner set forth in clause (c) below)) (collectively, "Losses") to which they or
any of them may become subject under the Securities Act, the Exchange Act or
otherwise insofar as such Losses (or actions in respect thereof) are caused by,
arise out of or are based upon:

                  (1) any untrue statement or alleged untrue statement made by
any Issuer contained in any application or any other document or any amendment
or supplement thereto executed by any Issuer based upon written information
furnished by or on behalf of any Issuer filed in any jurisdiction in order to
qualify the Notes under the securities or "Blue Sky" laws thereto or filed with
the Commission or any securities association or securities exchange (each, an
"Application");

                  (2) any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
or Prospectus (as amended or supplemented if any of the Issuers shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,

                  (3) any omission or alleged omission to state in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or any Application or any
other document or any amendment or supplement thereto, a material fact required
to be stated therein or necessary to make the statements therein, in the case of
the Prospectus, in the light of the circumstances under which they were made,
not misleading,

                  provided that (i) the foregoing indemnity shall not be
available to any Participant to the extent that such Losses are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to such Participant
furnished to the Company in writing by or on behalf of such Participant
expressly for use therein, and (ii) that the foregoing indemnity with respect to
any preliminary prospectus shall not inure to the benefit of any Participant
from whom the Person asserting such Losses purchased Registrable Notes if (x) it
is established in the related proceeding that such Participant failed to send or
give a copy of the Prospectus (as amended or supplemented if such Prospectus,
amendment or supplement was furnished to such Participant sufficient to allow
for a timely distribution prior to the written confirmation of such sale) to
such Person with or prior to the written confirmation of such sale, if required
by applicable law, and (y) the untrue statement or omission or alleged untrue
statement or omission was completely corrected in the Prospectus (as amended or
supplemented if amended or supplemented as aforesaid) and such Prospectus does
not contain any other untrue statement or omission or alleged untrue

                                      -17-
<PAGE>

statement or omission that was the subject matter of the related proceeding.
This indemnity agreement will be in addition to any liability that the Issuers
may otherwise have, including, but not limited to, liability under this
Agreement.

                  (b)      Each Participant agrees, severally and not jointly,
to indemnify and hold harmless (i) each Issuer, (ii) each Person, if any, who
controls any Issuer within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act, and each of their respective agents,
employees, officers and directors and (iii) the agents, employees, officers and
directors of any such controlling Person from and against any Losses to which
they or any of them may become subject under the Securities Act, the Exchange
Act or otherwise insofar as such Losses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
or Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus, or caused
by, arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Participant furnished in writing to the Company by or on behalf of such
Participant expressly for use therein.

                  (c)      Promptly after receipt by an indemnified party under
subsection 7(a) or 7(b) above of notice of the commencement of any action, suit
or proceeding (collectively, an "action"), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded, after consultation
with counsel, that there may be defenses available to it or them that are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such reasonable fees and expenses of counsel
shall be borne by the indemnifying parties. In no event shall the indemnifying
party be

                                      -18-
<PAGE>

liable for the reasonable fees and expenses of more than one counsel (together
with appropriate local counsel) at any time for all indemnified parties in
connection with any one action or separate but substantially similar or related
actions arising in the same jurisdiction out of the same general allegations or
circumstances. Any such separate firm for the Participants shall be designated
in writing by Participants who sold a majority in interest of Registrable Notes
sold by all such Participants and shall be reasonably acceptable to the Company
and any such separate firm for the Issuers, their affiliates, officers,
directors, representatives, employees and agents and such control Person of such
Issuers shall be designated in writing by such Issuers and shall be reasonable
acceptable to the Holders. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent may not be unreasonably withheld. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                  (d)      In order to provide for contribution in circumstances
in which the indemnification provided for in this Section 7 is for any reason
held to be unavailable from the indemnifying party, or is insufficient to hold
harmless a party indemnified under this Section 7, each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the
Purchasers or the resale of the Registrable Notes by such Holder, as applicable,
or (ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of each indemnified party, on
the one hand, and each indemnifying party, on the other hand, in connection with
the statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net profit
received by such Participant in connection with the sale of the Registrable
Notes. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuers or such Participant and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission or any other
equitable considerations appropriate in the circumstances.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to
contribute any amount in excess of the amount by which the net profit received
by such Participant in connection with the sale of the Registrable Notes exceeds
the amount of any damages that such Participant has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the

                                      -19-
<PAGE>

Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise, except to
the extent that it has been prejudiced in any material respect by such failure;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under this Section 7 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written
consent was not unreasonably withheld.

         Section 8. Rule 144 and 144A

                  The Issuers covenant that they will file the reports required,
if any, to be filed by them under the Securities Act and the Exchange Act and
the rules and regulations adopted by the Commission thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time the Issuers are not required to file such
reports, they will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144 or 144A under the Securities Act. The Issuers further
covenant that for so long as any Registrable Notes remain outstanding they will
take such further action as any Holder of Registrable Notes may reasonably
request from time to time to enable such Holder to sell Registrable Notes
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144(k) or 144A under the Securities Act, as such
Rules may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission.

         Section 9. Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of 75% of the aggregate principal amount of such
Registrable Notes included in such offering; provided, however, that such
selection shall be subject to the approval of the Company, which approval shall
not be unreasonably withheld.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder if such Holder does not (a) agree to sell
such Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         Section 10. Miscellaneous

                                      -20-
<PAGE>

                  (a)      No Inconsistent Agreements. The Issuers have not, as
of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of their securities that is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement required hereunder.

                  (b)      Adjustments Affecting Registrable Notes. The Issuers
shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given except pursuant to a
written agreement duly signed and delivered by (i) the Company (on behalf of all
Issuers) and (ii) the Holders of not less than 75% of the aggregate principal
amount of the then outstanding Registrable Notes; provided, however, that
Section 7 and this Section 10(c) may not be amended, modified or supplemented
except pursuant to a written agreement duly signed and delivered by the Company
(on behalf of all Issuers) and each Holder (including any Person who was a
Holder of Registrable Notes disposed of pursuant to any Registration Statement)
affected by any such amendment, modification, waiver or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least 75% of the aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

                  (d)      Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or telecopier:

                  (i)      if to a Holder of the Registrable Notes at the most
         current address of such Holder set forth on the records of the
         registrar under the Indenture.

                  (ii)     if to the Issuers, at the address as follows:

                                      AMERCO
                                      c/o U-Haul International, Inc.
                                      2727 North Central Avenue
                                      Phoenix, Arizona 85004
                                      Attention:  General Counsel
                                      Fax: (602) 263-6173

                                      -21-
<PAGE>

                                      With a copy to:

                                      Squire, Sanders & Dempsey L.L.P.
                                      Two Renaissance Square
                                      40 North Central Avenue
                                      Phoenix, Arizona 85004
                                      Attention:  Christopher D. Johnson, Esq.
                                      Fax: (602) 353-8129

                  (iii)    if to any Purchaser, at the address for such
         Purchaser set forth on Schedule A hereto:

                                      with a copy to:

                                      Sidley Austin Brown & Wood LLP
                                      555 West Fifth Street
                                      Los Angeles, California  90013
                                      Attention:  Gary Cohen, Esq.
                                      Fax: (213) 896-6600

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by the recipient's telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e)      Guarantors. So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of the
Second Lien Senior Secured Notes under the Indenture to execute and deliver a
counterpart to this Agreement which subjects such Person to the provisions of
this Agreement as a Guarantor. Each of the Guarantors agrees to join the Company
in all of its undertakings hereunder to effect the Exchange Offer for the
Exchange Notes and the filing of any Shelf Registration Statement required
hereunder.

                  (f)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign holds Registrable Notes.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                                      -22-
<PAGE>

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  (j)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (k)      Securities Held by the Company or Its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or any of its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                  (l)      Third-Party Beneficiaries. Holders and beneficial
owners of Registrable Notes are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons. No other Person
is intended to be, or shall be construed as, a third-party beneficiary of this
Agreement.

                  (m)      Attorneys' Fees. As between the parties to this
Agreement, in any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys' fees
actually incurred in addition to its costs and expenses and any other available
remedy.

                  (n)      Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                                      -23-
<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                      AMERCO

                                      By: /s/ Gary V. Klinefelter
                                          ________________________________
                                          Name: Gary V. Klinefelter
                                          Title: Secretary

                                       S-1
<PAGE>

                                      GUARANTORS:

                                      AMERCO REAL ESTATE COMPANY, a Nevada
                                      corporation

                                      AMERCO REAL ESTATE SERVICES, INC. a Nevada
                                      corporation

                                      AMERCO REAL ESTATE COMPANY OF ALABAMA,
                                      INC., an Alabama corporation

                                      AMERCO REAL ESTATE COMPANY OF TEXAS,
                                      INC. a Texas corporation

                                      ONE PAC COMPANY, a Nevada corporation

                                      TWO PAC COMPANY, a Nevada corporation

                                      THREE PAC COMPANY, a Nevada corporation

                                      FOUR PAC COMPANY, a Nevada corporation

                                      FIVE PAC COMPANY, a Nevada corporation

                                      SIX PAC COMPANY, a Nevada corporation

                                      SEVEN PAC COMPANY, a Nevada corporation

                                      EIGHT PAC COMPANY, a Nevada corporation

                                      NINE PAC COMPANY, a Nevada corporation

                                      TEN PAC COMPANY, a Nevada corporation

                                      ELEVEN PAC COMPANY, a Nevada corporation

                                      TWELVE PAC COMPANY, a Nevada corporation

                                      FOURTEEN PAC COMPANY, a Nevada corporation

                                      FIFTEEN PAC COMPANY, a Nevada corporation

                                      SIXTEEN PAC COMPANY, a Nevada corporation

                                      SEVENTEEN PAC COMPANY, a Nevada
                                      corporation

                                      NATIONWIDE COMMERCIAL CO., an Arizona
                                      corporation

                                      PF&F HOLDINGS CORPORATION, a Delaware
                                      corporation

                                       S-2
<PAGE>

                                      YONKERS PROPERTY CORPORATION, a New
                                      York corporation

                                      By: /s/ Carlos Vizcarra
                                          __________________________________
                                             Carlos Vizcarra, President

                                       S-3
<PAGE>

                                      EMOVE, INC., a Nevada corporation

                                      WEB TEAM ASSOCIATES, INC. a Nevada
                                      corporation

                                      By: /s/ Thomas Tollison
                                         __________________________________
                                             Thomas Tollison, Secretary

                                       S-4
<PAGE>

                                      U-HAUL INSPECTIONS, LTD., a British
                                      Columbia corporation

                                      By: /s/ Wolfgang Bromba
                                          ___________________________________
                                             Wolfgang Bromba, Secretary

                                       S-5
<PAGE>

                U-HAUL INTERNATIONAL, INC., a Nevada
                corporation

                A & M ASSOCIATES, INC., an Arizona
                corporation

                U-HAUL SELF-STORAGE CORPORATION, a Nevada
                corporation

                U-HAUL SELF-STORAGE MANAGEMENT (WPC),
                INC., a Nevada corporation

                U-HAUL BUSINESS CONSULTANTS, INC., an
                Arizona corporation

                U-HAUL LEASING & SALES CO., a Nevada corporation

                U-HAUL CO. OF ALABAMA, INC., an Alabama corporation

                U-HAUL CO. OF ALASKA, an Alaska corporation

                U-HAUL CO. OF ARIZONA, an Arizona corporation

                U-HAUL CO. OF ARKANSAS, an Arkansas
                corporation

                U-HAUL CO. OF CALIFORNIA, a California
                corporation

                U-HAUL CO. OF COLORADO, a Colorado
                corporation

                U-HAUL CO. OF CONNECTICUT, a Connecticut
                corporation

                U-HAUL CO. OF DISTRICT OF COLUMBIA, INC.,
                a District of Columbia corporation

                U-HAUL CO. OF FLORIDA, a Florida corporation

                U-HAUL CO. OF GEORGIA, a Georgia corporation

                U-HAUL OF HAWAII, INC., a Hawaii corporation

                U-HAUL CO. OF IDAHO, INC., an Idaho corporation

                U-HAUL CO. OF IOWA, INC., an Iowa corporation

                U-HAUL CO. OF ILLINOIS, INC., an Illinois
                corporation

                U-HAUL CO. OF INDIANA, INC., an Indiana
                corporation

                U-HAUL CO. OF KANSAS, INC., a Kansas
                corporation

                U-HAUL CO. OF KENTUCKY, a Kentucky
                corporation

                U-HAUL CO. OF LOUISIANA, a Louisiana
                corporation

                                       S-6
<PAGE>

                           U-HAUL CO. OF MASSACHUSETTS AND OHIO,
                           INC., a Massachusetts corporation

                           U-HAUL CO. OF MARYLAND, INC., a Maryland
                           corporation

                           U-HAUL CO. OF MAINE, INC., a Maine
                           corporation

                           U-HAUL CO. OF MICHIGAN, a Michigan
                           corporation

                           U-HAUL CO. OF MINNESOTA, a Minnesota
                           corporation

                           U-HAUL COMPANY OF MISSOURI, a Missouri
                           corporation

                           U-HAUL CO. OF MISSISSIPPI, a Mississippi
                           corporation

                           U-HAUL CO. OF MONTANA, INC., a Montana
                           corporation

                           U-HAUL CO. OF NORTH CAROLINA, a North
                           Carolina corporation

                           U-HAUL CO. OF NORTH DAKOTA, a North Dakota
                           corporation

                           U-HAUL CO. OF NEBRASKA, a Nebraska
                           corporation

                           U-HAUL CO. OF NEVADA, INC., a Nevada
                           corporation

                           U-HAUL CO. OF NEW HAMPSHIRE, INC., a New
                           Hampshire corporation

                           U-HAUL CO. OF NEW JERSEY, INC. a New
                           Jersey corporation

                           U-HAUL CO. OF NEW MEXICO, INC., a New
                           Mexico corporation

                           U-HAUL CO. OF NEW YORK, INC., a New York
                           corporation

                           U-HAUL CO. OF OKLAHOMA, INC., an Oklahoma
                           corporation

                           U-HAUL CO. OF OREGON, an Oregon corporation

                           U-HAUL CO. OF PENNSYLVANIA, a Pennsylvania
                           corporation

                           U-HAUL CO. OF RHODE ISLAND, a Rhode Island
                           corporation

                           U-HAUL CO. OF SOUTH CAROLINA, INC. a South
                           Carolina corporation

                                       S-7
<PAGE>

                          U-HAUL CO. OF SOUTH DAKOTA, INC., a South
                          Dakota corporation

                          U-HAUL CO. OF TENNESSEE, a Tennessee
                          corporation

                          U-HAUL CO. OF TEXAS, a Texas corporation

                          U-HAUL CO. OF UTAH, INC., a Utah corporation

                          U-HAUL CO. OF VIRGINIA, a Virginia corporation

                          U-HAUL CO. OF WASHINGTON, a Washington
                          corporation

                          U-HAUL CO. OF WISCONSIN, INC., a Wisconsin
                          corporation

                          U-HAUL CO. OF WEST VIRGINIA, a West
                          Virginia corporation

                          U-HAUL CO. OF WYOMING, INC., a Wyoming
                          corporation

                          U-HAUL CO. (CANADA) LTD. U-HAUL CO.
                          (CANADA) LTEE, AN Ontario corporation

                          By: /s/ Gary V. Klinefelter
                              ___________________________________
                                  Gary V. Klinefelter, Secretary

                                       S-8
<PAGE>

                                      BLACK DIAMOND OFFSHORE LTD.
                                      By: Carlson Capital, L.P.,
                                          its investment advisor

                                          By: Asgard Investment Corp.,
                                              its general partner

                                              By: [ILLEGIBLE]
                                                  --------------------------
                                                  Name:
                                                  Title:

                                      DOUBLE BLACK DIAMOND OFFSHORE LDC
                                      By: Carlson Capital, L.P.,
                                          its investment advisor

                                          By: Asgard Investment Corp.,
                                              its general partner

                                              By: [ILLEGIBLE]
                                                  --------------------------
                                                  Name:
                                                  Title:

                                      CANPARTNERS INVESTMENTS IV, LLC

                                      By: /s/ Scott A. Imbach
                                          ----------------------------------
                                          Name:  Scott A. Imbach
                                          Title: Authorized Signatory

                                      NEWSTART FACTORS, INC.

                                      By: /s/ John Dianne
                                          -----------------------------------
                                          Name:  John Dianne
                                          Title: Managing Director

                                       S-9
<PAGE>

                                      SATELLITE ASSET MANAGEMENT, L.P.,
                                      as investment manager on behalf of
                                      its managed funds and accounts

                                      By: /s/ Brian Kriftcher
                                          __________________________________
                                          Name:  Brian Kriftcher
                                          Title: Chief Operating Officer and
                                                 Principal

                                      SATELLITE CREDIT OPPORTUNITIES FUND, LTD.
                                      By: Satellite Asset Management, L.P.,
                                          its investment manager

                                          By: /s/ Brian Kriftcher
                                              _______________________________
                                              Name:  Brian Kriftcher
                                              Title: Chief Operating Officer and
                                                     Principal

                                      SIL LOAN FUNDING LLC

                                      By: /s/ Jason Trala
                                          ___________________________________
                                          Name:  Jason Trala
                                          Title: Attorney in fact

                                      S-10
<PAGE>

                                   SCHEDULE A

                             ADDRESSES OF PURCHASERS

Canpartners Investments IV, LLC
9665 Wilshire Boulevard, Suite 200
Beverly Hills, California 92012

Black Diamond Offshore, Ltd.
c/o Carlson Capital, L.P.
2100 McKinney Ave., Suite 1600
Dallas, Texas 75201
Attention: Lana Beeter

Double Black Diamond Offshore LDC
c/o Carlson Capital, L.P.
2100 McKinney Ave., Suite 1600
Dallas, Texas 75201
Attention: Lana Beeter

Newstart Factors, Inc.
2 Stamford Plaza, Suite 1501
Stamford, Connecticut 06901
Attention: John Dionne, Managing Director

Satellite Asset Management, L.P.
623 Fifth Ave., 20th Floor
New York, New York 10022
Attention: Brian Kriftcher, Chief Operating Officer

Satellite Credit Opportunities Fund, Ltd.
623 Fifth Ave., 20th Floor
New York, New York 10022
Attention: Brian Kriftcher, Chief Operating Officer

SIL Loan Funding LLC
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Ed Mule, Managing Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>8
<FILENAME>p68953exv4w6.txt
<DESCRIPTION>EX-4.6
<TEXT>
<PAGE>

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

<PAGE>

CUSIP No. 023586 AJ 9

ISIN No. US023586AJ94

                 9.0% Second Lien Senior Secured Notes due 2009

No. 1                                                               $120,000,000

                                     AMERCO

promises to pay to CEDE & CO. or registered assigns, the principal sum of One
Hundred Twenty Million Dollars on March 15, 2009. The reference date for this
Note is March 1, 2004. The Issue Date for this Note is March 15, 2004

Interest Payment Dates: March 15, June 15, September 15 and December 15

Record Dates: March 1, June 1, September 1 and December 1

<PAGE>

         IN WITNESS WHEREOF, AMERCO, a Nevada corporation, has caused this Note
to be signed manually or by facsimile by its duly authorized officer.

Date: March 15, 2004

                                     AMERCO

                                     By: _____________________________________
                                         Name:
                                         Title:

<PAGE>

         This is one of the Notes referred to in the within-mentioned Indenture:

Dated: March 15, 2004

                                     WELLS FARGO BANK, N.A., as Trustee

                                     By: _____________________________________
                                         Name:
                                         Title:

<PAGE>

                                 [BACK OF NOTE]

                 9.0% SECOND LIEN SENIOR SECURED NOTES DUE 2009

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         INTEREST. AMERCO, a Nevada corporation (the "Company"), promises to pay
interest on the principal amount of this Note at 9.0% per annum from March 15,
2004 until paid in full. The Company will pay interest quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be June 15, 2004.

         Interest will be computed on the basis of a 360-day year of four 90-day
quarters, or during any partial quarter, on the basis of a 360-day year for the
actual number of days elapsed.

         Upon the occurrence and during the continuation of an Event of Default
and in any event from and after the maturity hereof, the principal amount of
this Note and all other Obligations owing under the Note Documents (whether
overdue premium or installments of interest or otherwise) shall bear, and the
Company shall pay from time to time on demand, interest at a rate per annum that
is two percentage points (2.0%) in excess of the per annum rate otherwise
applicable hereunder and the other Note Documents.

         In addition to and not in substitution of the foregoing, Additional
Interest shall accrue, and the Company shall pay the same as and when due, in
accordance with the Indenture and the other Note Documents.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1, June 1, September 1 or December 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium, if any, and
interest on all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent at least
ten Business Days prior to the applicable payment date. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, Wells Fargo Bank, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change the Paying Agent

<PAGE>

or Registrar only with the prior written consent of the Required Holders and
notice in writing to the Trustee. The Company or any of its Subsidiaries may act
in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
March 1, 2004 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $200,000,000 in aggregate
principal amount.

         OPTIONAL REDEMPTION.

         The Company shall not have the option to redeem the Notes pursuant to
this Section 3.07 prior to March 16, 2005. On or after March 16, 2005, the
Company shall have the option to redeem the Notes, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the 12-month period beginning on March 16 of the years
indicated below;

<TABLE>
<CAPTION>
Year                      Percentage
- ----                      ----------
<S>                       <C>
2005                       105.50%

2006                       104.50%

2007                       101.00%

2008 and thereafter        100.00%
</TABLE>

         Any such optional redemption shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.

         MANDATORY REDEMPTION.

         Neither the Company nor the Guarantors shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

         MATURITY. To the extent not sooner redeemed, accelerated, or otherwise
due and payable in accordance herewith or the other Note Documents, the
outstanding principal balance hereof, all accrued and unpaid interest thereon,
and all other Obligations owing under the Note Documents, shall be due and
payable on February 27, 2009.

<PAGE>

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the succeeding Interest Payment
Date.

         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes, and any existing default or compliance with any
provision of the Indenture, the Note Guarantees or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Note Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes; to release any Guarantor from any
of its obligations under its Note Guarantee or the Indenture (to the extent
permitted by the Indenture); to make any change that does not materially
adversely affect the legal rights hereunder of any Holder of the Notes; or to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 5
days in the payment when due of interest or additional interest, if any, on the
Notes; (ii) default in payment when due of principal of the Notes when the same
becomes due and payable at maturity, upon redemption, upon purchase, upon
acceleration or otherwise; (iii) failure by the relevant Note Party to comply
with any of its agreements or covenants described under Sections 4.08, 4.11(b),
4.12, 4.16, 4.17, 11.07, 11.09 (except to the extent applicable under (xx)
below), 11.12, 11.17 or Article V of the Indenture; (iv) failure by the relevant
Note Party to comply with any of its agreements or covenants in Sections 4.04,
4.06, 4.07, 4.09, 4.10, 4.11(a), 4.13, 4.15, 4.19 and 11.10 of the Indenture and
such failure continues for a period of 20 Business Days; (v) failure by a Note
Party to comply with any covenants or agreements contained in the Indenture or
in any of the other Note Documents (giving effect to any grace periods, cure
periods, or required notices, if any, expressly provided for in such Note
Documents); in each case, other than any such covenant or agreement that is the
subject to another Event of Default, and such failure continues for a period of
20 Business Days; (vi) if any material portion of any Note Party's assets is
attached, seized, subjected to a writ or distress warrant, levied upon, or comes
into the possession of any third Person; (vii) if any Note Party is enjoined,
restrained, or in any way prevented by court order from continuing to conduct
all or any material part of its business affairs; (viii) if a notice of Lien,
levy, or assessment, individually or in the aggregate in an amount of $500,000
or greater, is filed of record with respect to any Note Party's assets by the
United States or Canada,

<PAGE>

or any department, agency, or instrumentality thereof, or by any state,
province, territory, county, municipal, or governmental agency, or if any taxes
or debts owing at any time hereafter to any one or more of such entities becomes
a Lien, whether choate or otherwise, upon any Borrower's or any of its
Subsidiaries' assets and the same is not paid on the payment date thereof; (ix)
if a judgment or other claim becomes a Lien or encumbrance upon any material
portion of any Note Party's properties or assets; (x) if there is a default in
any material agreement to which any Note Party is a party including, without
limitation, any Material Contract, Affiliate Contract or any material contract
with any of SAC Holding, SSI, PMSR or PM Preferred (other than the New AMERCO
Notes and the Synthetic Leases) or any other Indebtedness in excess of
$1,000,000, and such default (a) occurs at the final maturity of the obligations
thereunder, or (b) results in the acceleration of the maturity of the applicable
Note Party's obligations thereunder; (xi) except as otherwise set forth in the
Reorganization Plan or as otherwise permitted by the Indenture, if any Note
Party makes any payment on account of Indebtedness that has been contractually
subordinated in right of payment to the payment of the Obligations of the Note
Parties under the Notes and the other Note Documents; (xii) if the obligation of
any Guarantor under the Guaranty Agreement or its Note Guarantee is limited or
terminated by operation of law or by such Guarantor thereunder; (xiii) if the
Indenture or any other Note Document that purports to create a Lien, shall, for
any reason, fail or cease to create a valid and perfected, except to the extent
permitted by the terms thereof, Lien on or security interest (each, second in
priority only to the first priority security interests granted to Bank Lenders'
Agent pursuant to the New Credit Agreement and the other Loan Documents (as
defined in the New Credit Agreement)) in the Collateral covered thereby; (xiv)
if any provision of any Note Document shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be
contested by any Note Party, or a proceeding shall be commenced by any Note
Party, or by any Governmental Authority having jurisdiction over any Note Party,
seeking to establish the invalidity or unenforceability thereof, or any Note
Party shall deny that any Note Party has any liability or obligation purported
to be created under any Note Document; (xv) if suit or action is commenced
against the Trustee and/or any Note Holder and, as to any suit or action brought
by any Person other than the Note Parties or an officer or employee of the Note
Parties, is continued without dismissal for 30 days after service thereof on the
Trustee, that asserts, by or on behalf of the Note Parties, any claim or legal
or equitable remedy which seeks subordination of the claim or Lien of the
Trustee and/or any Note Holder hereunder or under any other Note Document; (xvi)
if any Note Party shall file any application in support of, or shall otherwise
fail to contest in good faith, a suit or action of the type set forth in clause
(xvi) above filed by any Person other than a Borrower or an officer or employee
of Borrowers; (xvii) if an Insolvency Proceeding is commenced by or against any
Note Party, or any of its Subsidiaries (other than INW), and any of the
following events occur: (a) the applicable Note Party or the Subsidiary consents
to the institution of the Insolvency Proceeding against it, (b) the petition
commencing the Insolvency Proceeding is not timely controverted, (c) the
petition commencing the Insolvency Proceeding is not dismissed within 45
calendar days of the date of the filing thereof, (d) an interim trustee is
appointed to take possession of all or any substantial portion of the properties
or assets of, or to operate all or any substantial portion of the business of,
any Note Party or any of its Subsidiaries, or (e) an order for relief shall have
been entered therein; (xviii) (1) if any event of default occurs under any New
AMERCO Note Document or any of the Synthetic Leases; (2) if any holder of New
AMERCO Notes contests that the Obligations hereunder constitute "Senior
Indebtedness" under the New AMERCO Note Indenture; or (3) any event of default
occurs under the New Credit Agreement of any other Loan Document (as defined in
the New Credit Agreement); (xix) failure by the Note Parties to register
substantially all of the Certificates of Title pursuant to

<PAGE>

Section 11.01(c) of the Indenture within 180 days after the Issue Date; (xx)
failure by the Note Parties to deliver the Mortgages, related fixture filings
and Mortgage Policies pursuant to Section 11.01(a) and, as applicable, Section
11.09 of the Indenture within 60 days after the Issue Date, or (xxi) if any
material misstatement or material misrepresentation exists now or hereafter in
any warranty, representation, statement, or Record made to the Holders by any
Borrower, its Subsidiaries, or any officer, employee, agent, or director of any
Borrower or any of its Subsidiaries. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences under the Indenture except a continuing Default in
the payment of interest on, premium and Additional Interest, if any, or the
principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

         COUNTERPART. The signatories to this Note may sign in counterpart.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (=-Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as

<PAGE>

printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada 89502-3239
                  Attention: Assistant Treasurer

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: ______________________

                              Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                                  on the face of this Note)

Signature Guarantee*:  ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                       Amount of           Amount of         Principal Amount     Signature of
                      decrease in         increase in         of this Global       authorized
                    Principal Amount    Principal Amount      Note following     officer of the
                     of this Global      of this Global     such decrease (or    Trustee or Note
Date of Exchange          Note                Note              increase)           Custodian
- ----------------    ----------------    ----------------    -----------------    ---------------
<S>                 <C>                 <C>                 <C>                  <C>
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>9
<FILENAME>p68953exv4w7.txt
<DESCRIPTION>EX-4.7
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

================================================================================

                                     AMERCO
             AND THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                 12% SENIOR SUBORDINATED SECURED NOTES DUE 2011

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

                                    INDENTURE

                           Dated as of March 15, 2004

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

                              THE BANK OF NEW YORK,

                                   as Trustee

================================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                     Indenture
Section                                                                                    Section
- -------                                                                                  -----------
<S>                                                                                      <C>
310(a)(1)..........................................................................      7.10
   (a)(2)..........................................................................      7.10
   (a)(3)..........................................................................      N.A.
   (a)(4)..........................................................................      N.A.
   (a)(5)..........................................................................      7.10
   (b).............................................................................      7.10
   (c).............................................................................      N.A.
311(a).............................................................................      7.11
   (b).............................................................................      7.11
   (c).............................................................................      N.A.
312(a).............................................................................      2.05
   (b).............................................................................      14.03
   (c).............................................................................      14.03
313(a).............................................................................      7.06
   (b).............................................................................      7.06; 7.07
   (c).............................................................................      7.06; 14.02
   (d).............................................................................      7.06
314(a).............................................................................      4.03
314(a)(4)..........................................................................      14.05
   (c)(1)..........................................................................      14.04
   (c)(2)..........................................................................      14.04
   (c)(3)..........................................................................      N.A.
   (e).............................................................................      14.05
   (f).............................................................................      N.A.
315(a).............................................................................      7.01
   (b).............................................................................      7.05;14.02
   (c).............................................................................      7.01
   (d).............................................................................      7.01
   (e).............................................................................      6.11
316(a) (last sentence).............................................................      2.09
   (a)(1)(A).......................................................................      6.05
   (a)(1)(B).......................................................................      6.04
   (a)(2)..........................................................................      N.A.
   (b).............................................................................      6.06; 6.07
   (c).............................................................................      2.12
317(a)(1)..........................................................................      6.08
   (a)(2)..........................................................................      6.09
   (b).............................................................................      2.04
318(a).............................................................................      14.01
   (b).............................................................................      N.A.
   (c).............................................................................      14.01
</TABLE>

N.A. means Not Applicable

Note: This Cross-Reference Table is not part of this Agreement.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
                                              ARTICLE I
                                DEFINITIONS AND INCORPORATION BY REFERENCE

1.01     Definitions......................................................................................     1
1.02     Other Definitions................................................................................    27
1.03     Incorporation by Reference of Trust Indenture Act................................................    28
1.04     Rules of Construction............................................................................    28

                                              ARTICLE II
                                              THE NOTES

2.01     Form and Dating..................................................................................    29
2.02     Execution and Authentication.....................................................................    29
2.03     Registrar and Paying Agent.......................................................................    30
2.04     Paying Agent to Hold Money in Trust..............................................................    30
2.05     Holder Lists.....................................................................................    31
2.06     Transfer and Exchange............................................................................    31
2.07     Replacement Notes................................................................................    35
2.08     Outstanding Notes................................................................................    35
2.09     Treasury Notes...................................................................................    35
2.10     Temporary Notes..................................................................................    36
2.11     Cancellation.....................................................................................    36
2.12     Defaulted Interest...............................................................................    36
2.13     CUSIP Numbers....................................................................................    36

                                              ARTICLE III
                                      REDEMPTION AND PREPAYMENT

3.01     Notices to Trustee...............................................................................    37
3.02     Selection of Notes to Be Redeemed................................................................    37
3.03     Notice of Redemption.............................................................................    37
3.04     Effect of Notice of Redemption...................................................................    38
3.05     Deposit of Redemption Price......................................................................    38
3.06     Notes Redeemed in Part...........................................................................    39
3.07     Optional Redemption..............................................................................    39
3.08     Mandatory Redemption.............................................................................    39
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
                                              ARTICLE IV
                                              COVENANTS

4.01     Payment of Notes.................................................................................    40
4.02     Maintenance of Office or Agency..................................................................    40
4.03     Reports..........................................................................................    40
4.04     Compliance Certificate...........................................................................    41
4.05     Taxes............................................................................................    42
4.06     Stay, Extension and Usury Laws...................................................................    42
4.07     Restricted Payments..............................................................................    43
4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries...................................    45
4.09     Limitation on Additional Indebtedness............................................................    46
4.10     Asset Sales......................................................................................    48
4.11     Transactions with Affiliates and Designated Persons..............................................    50
4.12     Liens............................................................................................    51
4.13     Business Activities..............................................................................    51
4.14     Corporate Existence..............................................................................    51
4.15     Offer to Repurchase Upon Change of Control.......................................................    51
4.16     Designation of Unrestricted Subsidiaries.........................................................    53
4.17     Limitation on Issuance or Sale of Equity Interests of Restricted Subsidiaries....................    54
4.18     Additional Note Guarantees.......................................................................    54
4.19     Limitations on Sale and Leaseback Transactions...................................................    54
4.20     Payments for Consent.............................................................................    55

                                              ARTICLE V
                                              SUCCESSORS

5.01     Merger, Consolidation, or Sale of Assets.........................................................    55
5.02     Successor Corporation Substituted................................................................    56

                                              ARTICLE VI
                                       DEFAULTS AND REMEDIES

6.01     Events of Default................................................................................    57
6.02     Acceleration.....................................................................................    58
6.03     Other Remedies...................................................................................    59
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
6.04     Waiver of Past Defaults..........................................................................    59
6.05     Control by Majority..............................................................................    60
6.06     Limitation on Suits..............................................................................    60
6.07     Rights of Holders of Notes to Receive Payment....................................................    60
6.08     Collection Suit by Trustee.......................................................................    61
6.09     Trustee May File Proofs of Claim.................................................................    61
6.10     Priorities.......................................................................................    61
6.11     Undertaking for Costs............................................................................    62
6.12     Actions of a Holder..............................................................................    62

                                              ARTICLE VII
                                                TRUSTEE

7.01     Duties of Trustee................................................................................    62
7.02     Rights of Trustee................................................................................    63
7.03     Individual Rights of Trustee.....................................................................    64
7.04     Trustee's Disclaimer.............................................................................    64
7.05     Notice of Defaults...............................................................................    65
7.06     Reports by Trustee to Holders of the Notes.......................................................    65
7.07     Compensation and Indemnity.......................................................................    65
7.08     Replacement of Trustee...........................................................................    66
7.09     Successor Trustee by Merger, etc.................................................................    67
7.10     Eligibility; Disqualification....................................................................    67
7.11     Preferential Collection of Claims Against Company................................................    67

                                              ARTICLE VIII
                                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

8.01     Option to Effect Legal Defeasance or Covenant Defeasance.........................................    67
8.02     Legal Defeasance and Discharge...................................................................    67
8.03     Covenant Defeasance..............................................................................    68
8.04     Conditions to Legal or Covenant Defeasance.......................................................    68
8.05     Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
         Provisions.......................................................................................    70
8.06     Repayment to Company.............................................................................    70
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
8.07     Reinstatement....................................................................................    71

                                              ARTICLE IX
                                  AMENDMENT, SUPPLEMENT AND WAIVER

9.01     Without Consent of Holders of Notes..............................................................    71
9.02     With Consent of Holders of Notes.................................................................    72
9.03     Compliance with Trust Indenture Act..............................................................    73
9.04     Revocation and Effect of Consents................................................................    73
9.05     Notation on or Exchange of Notes.................................................................    74
9.06     Trustee to Sign Amendments, etc..................................................................    74

                                              ARTICLE X
                                           NOTE GUARANTEES

10.01    Guarantee........................................................................................    75
10.02    Limitation on Guarantor Liability................................................................    76
10.03    Execution and Delivery of Note Guarantee.........................................................    76
10.04    Guarantors May Consolidate, etc., on Certain Terms...............................................    76
10.05    Releases Following Sale of Assets................................................................    77

                                              ARTICLE XI
                                         COLLATERAL; ESCROW

11.01    Delivery of Security Documents...................................................................    78
11.02    Recording and Opinions...........................................................................    78
11.03    Possession and Use of Collateral.................................................................    79
11.04    Release and Disposition of Collateral............................................................    79
11.05    Escrowed Restated SAC Notes......................................................................    80

                                              ARTICLE XII
                                             SUBORDINATION

12.01    Agreement to Subordinate.........................................................................    80
12.02    Liquidation, Dissolution or Bankruptcy...........................................................    80
12.03    Default on Senior Indebtedness...................................................................    81
12.04    Obligations of the Trustee and the Holders.......................................................    81
12.05    Subrogation......................................................................................    82
12.06    Obligations of Company Unconditional.............................................................    83
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
12.07    Notice by the Company............................................................................    83
12.08    Right as Holder of Senior Indebtedness...........................................................    83
12.09    Reinstatement....................................................................................    83
12.10    Rights of Trustee and Paying Agent...............................................................    84
12.11    Trust Moneys Not Subordinated....................................................................    84
12.12    No Subordination with respect to Collateral......................................................    84
12.13    Trustee to Effectuate Subordination..............................................................    84
12.14    Trustee Not Fiduciary for Holders of Senior Indebtedness.........................................    85
12.15    Reliance by Holders of Senior Indebtedness on Subordination Provisions...........................    85
12.16    Trustee's Rights.................................................................................    85

                                              ARTICLE XIII
                                       SATISFACTION AND DISCHARGE

13.01    Satisfaction and Discharge.......................................................................    85
13.02    Application of Trust Money.......................................................................    86

                                              ARTICLE XIV
                                             MISCELLANEOUS

14.01    Trust Indenture Act Controls.....................................................................    86
14.02    Notices..........................................................................................    86
14.03    Communication by Holders of Notes with Other Holders of Notes....................................    88
14.04    Certificate and Opinion as to Conditions Precedent...............................................    88
14.05    Statements Required in Certificate or Opinion....................................................    88
14.06    Rules by Trustee and Agents......................................................................    88
14.07    No Personal Liability of Directors, Officers, Employees and Stockholders.........................    89
14.08    Governing Law....................................................................................    89
14.09    No Adverse Interpretation of Other Agreements....................................................    89
14.10    Successors.......................................................................................    89
14.11    Severability.....................................................................................    89
14.12    Counterpart Originals............................................................................    89
14.13    Table of Contents, Headings, etc.................................................................    89
</TABLE>

                                      -v-

<PAGE>

EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF NOTE GUARANTEE
Exhibit C         FORM OF SUPPLEMENTAL INDENTURE
Exhibit D         FORM OF PLEDGE AGREEMENT
Exhibit E         FORM OF SECURITY AGREEMENT

Schedule G        LIST OF GUARANTORS

                                     -vi-

<PAGE>

         INDENTURE dated as of March 15, 2004 (the "Agreement" or the
"Indenture") by and among AMERCO, the Guarantors and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.01     Definitions.

         "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Company or any Restricted Subsidiary, any Indebtedness of a
Person (other than the Company or a Restricted Subsidiary) existing at the time
such Person is merged with or into the Company or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Company or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

         "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referenced Person. Affiliates shall be deemed to include, with
respect to any Person, any other Person (1) which beneficially owns or holds,
directly or indirectly, 10% or more of any class of the Voting Stock of the
referenced Person, (2) of which 10% or more of the Voting Stock is beneficially
owned or held, directly or indirectly, by the referenced Person or (3) with
respect to an individual, any immediate family member of such Person. For
purposes of this definition, "control" of a Person shall mean 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.
For the avoidance of doubt, SAC Holding shall not be deemed to be an Affiliate
of the Company for purposes of this Agreement.

         "Agent" means any Registrar or Paying Agent.

         "Agreement" means this Indenture, as amended or supplemented from time
to time.

         "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

<PAGE>

         "Appraised Value" with respect to any asset means the fair market value
of such asset as determined in good faith by an independent third-party
appraiser, experienced in such appraisals and evidenced by a written appraisal
signed by such appraiser and delivered to the Company.

         "AREC" means Amerco Real Estate Company, a Nevada corporation.

         "asset" means any asset or property.

         "Asset Acquisition" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person in a Permitted Business
if, as a result of such Investment, such Person shall become a Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of all or substantially all of the
assets of any other Person in a Permitted Business or any division or line of
business of any other Person that is a Permitted Business.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Company or any Restricted Subsidiary to
any Person other than the Company or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets of the Company or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

                  (1)      transfers of cash or Cash Equivalents;

                  (2)      transfers of assets (including Equity Interests) that
         are governed by, and made in accordance with Section 5.01 hereof;

                  (3)      Permitted Investments and Restricted Payments
         permitted under Section 4.07 hereof;

                  (4)      the creation or realization of any Permitted Lien;

                  (5)      transfers of damaged, worn-out or obsolete equipment
         or assets that, in the Company's reasonable judgment, are no longer
         used or useful in the business of the Company or its Restricted
         Subsidiaries;

                  (6)      conveyance, sale, transfer, assignment or other
         disposition of inventory and other assets acquired and held for resale
         in the ordinary course of business;

                  (7)      conveyance, sale, transfer, assignment or other
         disposition by an Insurance Subsidiary of securities of Persons (other
         than the Company or its Subsidiaries) constituting a portion of its
         investment portfolio in the ordinary course of business consistent with
         past practices;

                  (8)      surrender or waiver of contract rights or settlement,
         release or surrender of contract, tort or other litigation claims;

                                       2

<PAGE>

                  (9)      grant in the ordinary course of business of any
         non-exclusive license of patents, trademarks, registrations therefor
         and other similar intellectual property;

                  (10)     any transfer of the real property and improvements
         covered by the Synthetic Leases;

                  (11)     any transfer or series of related transfers that, but
         for this clause, would be Asset Sales, if after giving effect to such
         transfers, the aggregate Fair Market Value of the assets transferred in
         such transaction or any such series of related transactions does not
         exceed $4.0 million during any fiscal year.

         "Attributable Indebtedness", when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Company's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

         "Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar federal or state law for the relief of debtors.

         "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in The City of New York are authorized or required
by law to close.

         "Capital Stock" means (1) in the case of a corporation, corporate
stock, (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited), and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

         "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

         "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

         "Cash Equivalents" means: (1) marketable direct obligations issued or
unconditionally guaranteed by the United States or issued by any agency thereof
and backed by the full faith and credit of the United States, in each case
maturing within 1 year from the date of acquisition thereof, (2) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (3) commercial paper maturing no more than

                                       3

<PAGE>

270 days from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's, (4)
certificates of deposit or bankers' acceptances maturing within 1 year from the
date of acquisition thereof issued by any bank organized under the laws of the
United States or any state thereof having at the date of acquisition thereof
combined capital and surplus of not less than $250,000,000, (5) demand Deposit
Accounts maintained with any bank organized under the laws of the United States
or any state thereof so long as the amount maintained with any individual bank
is less than or equal to $100,000 and is insured by the Federal Deposit
Insurance Corporation, and (6) Investments in money market funds substantially
all of whose assets are invested in the types of assets described in clauses (1)
through (5) above.

         "Change of Control" means: (1) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or
more Permitted Persons, is or becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause
that person or group shall be deemed to have "beneficial ownership" of all
securities that any such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of Voting Stock representing more than 30% of the voting power of
the total outstanding Voting Stock of the Company; provided, however, that such
event shall not be deemed to be a Change of Control so long as the Permitted
Persons own Voting Stock representing in the aggregate a greater percentage of
the total voting power of the Voting Stock of the Company than such other person
or group; (2) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election to such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of the
majority of the directors of the Company then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company; (3) (a) all or substantially
all of the assets of the Company and the Restricted Subsidiaries are sold or
otherwise transferred to any Person other than a Wholly-Owned Restricted
Subsidiary that is a Guarantor or (b) the Company consolidates or merges with or
into another Person or any Person consolidates or merges with or into the
Company, in either case under this clause (3), in one transaction or a series of
related transactions in which immediately after the consummation thereof Persons
owning Voting Stock representing in the aggregate a majority of the total voting
power of the Voting Stock of the Company immediately prior to such consummation
do not own Voting Stock representing a majority of the total voting power of the
Voting Stock of the Company or the surviving or transferee Person; or (4) the
Company shall adopt a Plan of Liquidation or plan of dissolution or any such
plan shall be approved by the stockholders of the Company.

         "Collateral" means (i) the Oxford Stock, (ii) the Sale Property, (iii)
the Surplus Property, (iv) the Restated SAC Notes Escrow Account, (v) the
3.08(b) Account, (vi) the PWC Litigation Collateral (defined in the Security
Agreement), (vii) the Sale Agreements (defined in the Security Agreement),
(viii) the Pay Proceeds Agreements, (ix)) proceeds thereof, all as provided in
and subject to the Security Documents, and (x) all other Collateral described in
the Security Agreement and all other Pledged Collateral described in the Pledge
Agreement.

                                       4

<PAGE>

         "Collateral Agent" means The Bank of New York, in its capacity as
collateral agent as provided for in Section 11.06 of this Agreement, or any
successor thereto.

          "Company" means AMERCO, a Nevada corporation, and any and all
successors thereto and not any of its Subsidiaries.

         "Consolidated Amortization Expense" for any period means the
amortization expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Cash Flow" for any period means, without duplication, the
sum of the amounts for such period of (1) Consolidated Net Income Available For
Common Stock, plus (2) in each case only to the extent (and in the same
proportion) deducted in determining Consolidated Net Income and with respect to
the portion of Consolidated Net Income attributable to any Restricted Subsidiary
only to the extent (and in the same proportion) as the Net Income of such Person
was included in the calculation of Consolidated Net Income, (a) Consolidated
Income Tax Expense, (b) Consolidated Amortization Expense (but only to the
extent not included in Consolidated Interest Expense), (c) Consolidated
Depreciation Expense, (d) Consolidated Interest Expense, (e) all other non-cash
items reducing the Consolidated Net Income (excluding any non-cash charge that
results in an accrual of a reserve for cash charges in any future period) for
such period, in each case determined on a consolidated basis in accordance with
GAAP, and (f) Consolidated Restructuring Charges, minus (3) the aggregate amount
of all non-cash items, determined on a consolidated basis, to the extent such
items increased Consolidated Net Income for such period, minus (4) cash payments
with respect to any non-cash charges previously added back pursuant to clause
2(e) above.

         "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Company and the Restricted Subsidiaries for such
period, including, without limitation, the amount of any impairment charge
required in such period in respect of any assets, all determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Company and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means the ratio of Consolidated
Cash Flow during the most recent four consecutive full fiscal quarters for which
financial statements are available (for purposes of this definition, the
"Four-Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Interest Coverage Ratio (for
purposes of this definition, the "Transaction Date") to Consolidated Interest
Expense for the Four-Quarter Period. For purposes of this definition,
Consolidated Cash Flow and Consolidated Interest Expense shall be calculated
after giving effect on a pro forma basis for the period of such calculation to:

                  (1)      the incurrence of any Indebtedness or the issuance of
         any Preferred Stock of the Company or any Restricted Subsidiary (and
         the application of the proceeds thereof) and any repayment of other
         Indebtedness or redemption of Preferred Stock (and

                                       5

<PAGE>

         the application of the proceeds therefrom) (other than the incurrence
         or repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to any revolving credit arrangement)
         occurring during the Four-Quarter Period or at any time subsequent to
         the last day of the Four-Quarter Period and on or prior to the
         Transaction Date, as if such incurrence, repayment, issuance or
         redemption, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four-Quarter Period; and

                  (2)      any asset sale or other disposition or Asset
         Acquisition (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of the
         Company or any Restricted Subsidiary (including any Person who becomes
         a Restricted Subsidiary as a result of such Asset Acquisition)
         incurring Acquired Indebtedness and also including any Consolidated
         Cash Flow (including any pro forma expense and cost reductions
         calculated on a basis consistent with Regulation S-X under the Exchange
         Act) associated with any such Asset Acquisition) occurring during the
         Four-Quarter Period or at any time subsequent to the last day of the
         Four-Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or Asset Acquisition or other disposition (including the
         incurrence of, or assumption or liability for, any such Indebtedness or
         Acquired Indebtedness) occurred on the first day of the Four-Quarter
         Period. In addition, for purposes of making the computation referred to
         above, (i) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Transaction Date, shall be
         excluded, and (ii) the Consolidated Interest Expense attributable to
         discontinued operations, as determined in accordance with GAAP, and
         operations or businesses disposed of prior to the Transaction Date,
         shall be excluded, but only to the extent that the obligations giving
         rise to such Consolidated Interest Expense will not be obligations of
         the referenced Person or any of its Subsidiaries following the
         Transaction Date.

         If the Company or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Company or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

         In calculating Consolidated Interest Expense for purposes of
determining the denominator (but not the numerator) of the Consolidated Interest
Coverage Ratio: (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on this Indebtedness in effect on the Transaction
Date; (2) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four-Quarter Period; and (3) notwithstanding clause
(1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to
the extent such interest is covered by agreements relating to Hedging
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of these agreements.

                                       6

<PAGE>

         "Consolidated Interest Expense" for any period means the sum, without
duplication, of the total interest expense of the Company and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and including without duplication, (1) imputed interest on Capitalized
Lease Obligations and Attributable Indebtedness, (2) commissions, discounts and
other fees and charges owed with respect to letters of credit securing financial
obligations, bankers' acceptance financing and receivables financings, (3) the
net costs associated with Hedging Obligations, (4) accretion of original issue
discount and amortization of debt issuance costs, debt discount or premium and
other financing fees and expenses, (5) the interest portion of any deferred
payment obligations, (6) all other non-cash interest expense, (7) capitalized
interest, (8) the amount of any Grossed-Up Preferred Dividends paid or accrued,
(9) all interest payable with respect to discontinued operations, and (10) all
interest on any Indebtedness of any other Person guaranteed by the Company or
any Restricted Subsidiary or secured by a Lien on the assets of the Company or
its Restricted Subsidiaries (whether or not such guarantee or Lien is called
upon).

         "Consolidated Net Income" for any period means the net income (or loss)
of the Company and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded from such net income (to the extent otherwise included therein),
without duplication:

                  (1)      the net income (or loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting, except to the extent that cash in an amount equal to any
         such income has actually been received by the Company or any of its
         Wholly-Owned Restricted Subsidiaries from such Person during such
         period;

                  (2)      except to the extent includible in the consolidated
         net income of the Company pursuant to the foregoing clause (1), the net
         income (or loss) of any Person that accrued prior to the date that (a)
         such Person becomes a Restricted Subsidiary or is merged into or
         consolidated with the Company or any Restricted Subsidiary or (b) the
         assets of such Person are acquired by the Company or any Restricted
         Subsidiary;

                  (3)      the net income of any Restricted Subsidiary during
         such period to the extent that the declaration or payment of dividends
         or similar distributions by such Restricted Subsidiary of that income
         is not permitted, directly or indirectly, by operation of the terms of
         its charter or any agreement, instrument, judgment, decree, order,
         statute, rule or governmental regulation applicable to that Subsidiary
         during such period, except that the Company's equity in a net loss of
         any such Restricted Subsidiary for such period shall be included in
         determining Consolidated Net Income;

                  (4)      any gain (or loss), together with any related
         provisions for taxes on any such gain (or the tax effect of any such
         loss), realized during such period by the Company or any Restricted
         Subsidiary upon (a) the acquisition of any securities, or the
         extinguishment of any Indebtedness, of the Company or any Restricted
         Subsidiary or (b) other than for purposes of calculating the Restricted
         Payments Basket, any asset sale by the Company or any Restricted
         Subsidiary;

                                       7

<PAGE>

                  (5)      any extraordinary gain (or extraordinary loss),
         together with any related provision for taxes on any such extraordinary
         gain (or the tax effect of any such extraordinary loss), realized by
         the Company or any Restricted Subsidiary during such period;

                  (6)      the net effect of the write off of any deferred
         financing charges resulting from the issuance of the Notes, the Term
         Loan B Notes and the New Credit Agreement;

                  (7)      the net income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of its
         acquisition; and

                  (8)      the cumulative effect of a change in accounting
         principles.

         In addition, any return of capital with respect to an Investment that
increased the Restricted Payments Basket pursuant to Section 4.07(a)(iii)(D)
hereof shall be excluded from Consolidated Net Income for purposes of
calculating the Restricted Payments Basket.

         "Consolidated Net Income Available For Common Stock" for any period
means Consolidated Net Income of the Company and the Restricted Subsidiaries for
such period minus any amounts paid or accrued during such period by the Company
for the payment of dividends on its Preferred Stock.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

         "Consolidated Restructuring Charges" for any period means any
extraordinary and/or non-recurring consolidated charges of the Company,
representing restructuring charges, payments to restructuring financial advisors
and legal counsel and non-cash impairment of asset charges that were deducted in
arriving at Consolidated Net Income; provided, however, (a) the aggregate amount
of Consolidated Restructuring Charges calculated for the 3-month period ending
March 31, 2004 shall not exceed $75,000,000, (b) the aggregate amount of
Consolidated Restructuring Charges calculated for the 3-month period ending June
30, 2004 shall not exceed $3,800,000, (c) the aggregate amount of Consolidated
Restructuring Charges calculated for the 6-month period ending September 30,
2004 shall not exceed $7,500,000, (d) the aggregate amount of Consolidated
Restructuring Charges calculated for the 9-month period ending December 31, 2004
shall not exceed $11,300,000, and (e) the aggregate amount of Consolidated
Restructuring Charges calculated for the 12-month period ending March 31, 2005
and as of the end of each fiscal quarter thereafter shall not exceed
$15,000,000.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

                                       8

<PAGE>

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "Dealership Contract" means a U-Haul dealership contract between a
Subsidiary of U-Haul, on the one hand, and a U-Haul Dealer, on the other hand.

         "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Deposit Accounts" means any Person's now owned or hereafter acquired
right, title and interest with respect to any "deposit account" as such term is
defined in the New York Uniform Commercial Code, as in effect from time to time,
including, without limitation, any checking or other demand deposit account
maintained by the Company or the Guarantors.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Agreement.

         "Depositary Custodian" means the Trustee, as custodian for the
Depositary with respect to the Notes in global form, or any successor entity
thereto.

         "Designated Person" means (1) Edward J. Shoen, Mark V. Shoen or James
P. Shoen; (2) a member of the Board of Directors of the Company or a person that
was a member of the Board of Directors of the Company within the last three
years prior to the date of determination; (3) a current employee of the Company
or any of its Subsidiaries or a person that was an employee of the Company or
any of its Subsidiaries within the last three years prior to the date of
determination; (4) a spouse, parent, child, sibling, cousin, aunt, uncle,
mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law or
daughter-in-law of any of the individuals referred to in clause (1), (2) or (3)
above, or any lineal descendant of any of the individuals referred to in this
clause (4) or in clause (1), (2) or (3) above; (5) any trust or other entity for
the primary benefit of the individuals referred to in clause (1), (2), (3) or
(4) above; or (6) any Affiliate of any of the Persons referred to in clause (1),
(2), (3), (4) or (5) above.

         "Discharged" means, with respect to the Senior Indebtedness evidenced
by (i) the New Credit Agreement and the other Loan Documents (as defined in the
New Credit Agreement), termination of all commitments to extend credit under the
New Credit Agreement that would constitute Senior Indebtedness under the New
Credit Agreement or the other Loan Documents, payment in full in cash of the
principal of and interest and premium (if any) on all Senior Indebtedness under
the New Credit Agreement and the other Loan Documents (except undrawn letters of
credit), discharge or cash collateralization (at the lower of (1) 105% of the
aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount
required for release of liens under the terms of the applicable Loan Document)
of all letters of credit outstanding under

                                       9

<PAGE>

the New Credit Agreement, and payment in full in cash of all other Obligations
(as defined herein and in the New Credit Agreement) (except unasserted
contingent obligations) that are outstanding and unpaid under the New Credit
Agreement and the other Loan Documents at the time the Senior Indebtedness
evidenced by the New Credit Agreement and the other Loan Documents (as defined
in the New Credit Agreement) is paid in full in cash; and (ii) the Term Loan B
Indenture, the Term Loan B Notes and the other Note Documents (as defined in the
Term Loan B Indenture), payment in full in cash of the principal of and
interest, Additional Interest (as defined in the Term Loan B Indenture) and
premium (if any) on all Senior Indebtedness under the Term Loan B Indenture, the
Term Loan B Notes and the other Note Documents (as defined in the Term Loan B
Indenture), and payment in full in cash of all other Obligations (as defined
herein and in the Term Loan B Indenture) (except unasserted contingent
obligations) that are outstanding and unpaid under the Term Loan B Indenture,
the Term Loan B Notes and the other Note Documents (as defined in the Term Loan
B Indenture) at the time the Senior Indebtedness evidenced by the Term Loan B
Indenture, the Term Loan B Notes and the other Note Documents (as defined in the
Term Loan B Indenture) is paid in full in cash. "Discharge" and "Discharged"
shall have the correlative meaning.

         "Disqualified Equity Interests" of any Person means any class of Equity
Interest of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that are not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests is
convertible, exchangeable or exercisable) the right to require the Company to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
described under Section 4.15 hereof and such Equity Interests specifically
provide that neither the Company nor any Subsidiary may or will be required to
redeem any such Equity Interests pursuant to such provisions prior to the
Company's purchase of the Notes as required by the provisions of Section 4.15
hereof.

         "Dormant Subsidiaries" means, collectively, EJOS, Inc., an Arizona
corporation, Japal, Inc., a Nevada corporation, M.V.S., Inc., a Nevada
corporation, Pafran, Inc., a Nevada corporation, Sophmar, Inc., a Nevada
corporation, and Picacho Peak Investments Co., a Nevada corporation.

                                       10

<PAGE>

         "ECF Carry Forward Amount" means the amount determined in accordance
with the definition of "ECF Carry Forward Amount" then in effect under the New
Credit Agreement, provided that if the New Credit Agreement has been terminated,
the amount shall be determined in accordance with the definition of "ECF Carry
Forward Amount" in effect on the date the New Credit Agreement was terminated.

         "Equity Interests" of any Person means (1) any and all shares or other
equity interests (including common stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other equity interests in such Person.

         "Escrowed Restated SAC Notes" means the Restated SAC Holding Notes
deposited in the Restated Notes Escrow as provided in Section 11.05 hereof.

         "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended from time to time.

         "Excluded Sale and Leaseback Transaction" means any sale and leaseback
transaction in respect of trucks, trailers and related specialty rental items
that, in each case, occur within 130 days after the initial acquisition thereof
by the Company or the applicable Subsidiary of the Company sold to another
Person and rented or leased from such Person by the Company or any of its
Subsidiaries.

         "Exempted Affiliate Transaction" means (1) customary employment
agreements and compensation and benefit arrangements with employees, officers,
directors or consultants entered into by the Company or any of its Subsidiaries
in the ordinary course of business of the Company or such Subsidiary, (2)
Restricted Payments that are permitted by Section 4.07, (3) the provision of
administrative or management services by the Company or any of its officers to
any of its Subsidiaries in the ordinary course of business, (4) any transactions
with the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership
Plan in the ordinary course of business consistent with past practices and (5)
any transactions between the Company or any of its Subsidiaries and Affiliates
of the Company for the provision of printing and related services on terms that
are no less favorable to the Company or the relevant Subsidiary than those that
would have been obtained in a comparable transaction with an unrelated party on
an arms' length basis and consistent with past practices; provided, that the
aggregate amount paid by the Company and its Subsidiaries in any twelve month
period shall not exceed $5.0 million.

         "Exempted Designated Person Transaction" means any of the following:

                  (1)      payments of principal and interest made by SAC
         Holding to the Company or one of its Subsidiaries pursuant to the
         Restated SAC Holding Notes;

                  (2)      payments by Designated Persons to the Company or any
         of its Subsidiaries pursuant to Management Agreements existing on the
         Issue Date between Designated Persons and the Company or any of its
         Subsidiaries;

                                       11

<PAGE>

                  (3)      the entering into of Management Agreements after the
         Issue Date (and payments by Designated Persons to the Company or any of
         its Subsidiaries pursuant to the terms of such agreements) between
         Designated Persons and the Company or any of its Subsidiaries in the
         ordinary course of business, on ordinary market terms and consistent
         with past practices;

                  (4)      transactions pursuant to Dealership Contracts
         existing on the Issue Date between Designated Persons and the Company
         or any of its Subsidiaries;

                  (5)      the entering into of Dealership Contracts after the
         Issue Date (including payments by Designated Persons to the Company or
         any of its Subsidiaries pursuant to the terms of such contracts)
         between Designated Persons and the Company or any of its Subsidiaries
         in the ordinary course of business, on ordinary market terms and
         consistent with past practices;

                  (6)      transactions pursuant to the lease agreements
         existing on the Issue Date between Designated Persons and the Company
         or any of its Subsidiaries demising certain marketing company office
         space, shop space or hitch-bay installation space;

                  (7)      the entering into of lease agreements after the Issue
         Date (including payments to be made pursuant to the terms of such
         agreements) between Designated Persons and the Company or any of its
         Subsidiaries to demise marketing company office space, shop space or
         hitch-bay installation space in the ordinary course of business, on
         ordinary market terms and consistent with past practices;

                  (8)      the granting of easements, rights-of-way, servitudes
         and other similar encumbrances that do not materially impact the value
         of the property, and the conveyance of fee title (to correct title
         defects) of properties previously conveyed to Designated Persons, but
         omitted in the conveyance due to scrivener's error, error in legal
         description and similar mistakes;

                  (9)      transactions which constitute Permitted Investments;

                  (10)     transactions pursuant to Fleet Owner Contracts
         existing on the Issue Date between Designated Persons and the Company
         or any of its Subsidiaries;

                  (11)     the entering into of Fleet Owner Contracts after the
         Issue Date (including payments by Designated Persons to the Company or
         any of its Subsidiaries pursuant to the terms of such contracts)
         between Designated Persons and the Company or any of its Subsidiaries
         in the ordinary course of business, on ordinary market terms and
         consistent with past practices;

                  (12)     the reimbursement or payment to, or on behalf of, SAC
         Holding pursuant to Section 5 of the SAC Participation and
         Subordination Agreement and the Agreement to Indemnify (as defined in
         the SAC Participation and Subordination Agreement ); and

                  (13)     transactions described in clause (5) of the
         definition of "Exempted Affiliate Transaction."

                                       12

<PAGE>

         "Fair Market Value" with respect to any asset or item not involving an
Affiliate Transaction means the Fair Market Value of such asset or item as
determined in good faith by the Board of Directors of the Company and evidenced
by a Board of Directors resolution delivered to the Trustee. The "Fair Market
Value" of any asset or item in excess of $10.0 million and involving an
Affiliate Transaction means the Fair Market Value of any asset or item as
determined by a majority of the Independent Directors and as evidenced by a
resolution of the Independent Directors delivered to the Trustee.

         "Fleet Owner Contracts" means those certain fleet owner contracts
between Designated Persons and U-Haul under which U-Haul is granted the right to
use and rent to customers, as part of U-Haul's rental fleet, trailers as to
which Designated Persons own undivided interests, in exchange for a fee payable
to the applicable Designated Person.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

         "Global Note Legend" means the legend set forth in Section 2.06(f),
which is required to be placed on all Global Notes issued under this Agreement.

         "Global Notes" means, individually and collectively, each of the Global
Notes, substantially in the form of Exhibit A hereto, issued in accordance with
Section 2.01, 2.02, or 2.06(d) hereof.

         "Grossed-Up Preferred Dividends" means the product of (a) all dividend
payments on any series of Disqualified Equity Interests of the Company or any
Preferred Stock of any Restricted Subsidiary (other than any such Disqualified
Equity Interests or any Preferred Stock held by the Company or a Wholly-Owned
Restricted Subsidiary), multiplied by (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of the Company and the Restricted
Subsidiaries, expressed as a decimal.

         "guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). The terms "guarantee," when used as a verb, and "guaranteed" have
correlative meanings.

         "Guarantor" and "Guarantors" means all direct and indirect Subsidiaries
of the Company, except for the Insurance Subsidiaries, any Subsidiary formed
under the laws of a

                                       13

<PAGE>

jurisdiction outside of the United States and Canada, Storage Realty, L.L.C., a
Texas limited liability company, INW, and the Dormant Subsidiaries. For the
avoidance of doubt, SAC Holding shall not be a Guarantor under this Agreement.
As of the Issue Date, all Guarantors are listed on Schedule G hereto.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement, equity swap, cap, floor or other similar agreement or arrangement
designed to protect such Person against fluctuations in interest rates, (2)
currency swap, cross currency rate swap, or other agreements or arrangements
designed to protect such Person against fluctuations in foreign currency
exchange rates in the conduct of its operations, or (3) any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices.

         "Holder" means a Person in whose name a Note is registered.

         "incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided, however, that (1) the Indebtedness of a Person existing at
the time such Person became a Restricted Subsidiary or was merged with or into
the Company or a Restricted Subsidiary shall be deemed to have been incurred by
the Company or such Restricted Subsidiary, as applicable, and (2) neither the
accrual of interest nor the accretion of original issue discount shall be deemed
to be an incurrence of Indebtedness.

         "Indebtedness" of any Person at any date means, without duplication:
(1) all liabilities of such Person, contingent or otherwise, for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof); (2) all obligations, contingent or
otherwise, of such Person evidenced by bonds, debentures, notes or other similar
instruments; (3) all obligations, contingent or otherwise, of such Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto); (4) all obligations, contingent or otherwise,
of such Person to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred by such Person in
the ordinary course of business in connection with obtaining goods, materials or
services; (5) Disqualified Equity Interests of such Person with a value equal to
the maximum fixed redemption or repurchase price of all such Disqualified Equity
Interests, contingent or otherwise; (6) all Capitalized Lease Obligations of
such Person, contingent or otherwise; (7) all Indebtedness of others secured by
a Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person; (8) all Indebtedness of others guaranteed by such Person to the
extent of such guarantee; provided, however, that Indebtedness of the Company or
its Subsidiaries that is guaranteed by the Company or the Company's Subsidiaries
shall only be counted once in the calculation of the amount of Indebtedness of
the Company and its Subsidiaries on a consolidated basis; (9) all Attributable
Indebtedness; (10) Hedging Obligations of such Person; (11) all obligations of
such Person, contingent or otherwise, under conditional sale or other title
retention agreements relating to assets purchased by such Person; and (12) all
banker's acceptances of such person.

                                       14

<PAGE>

         The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured. For
purposes of clause (5), the "maximum fixed redemption or repurchase price" of
any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Agreement,
whether or not such redemption or repurchase is then permitted pursuant to the
terms of such Disqualified Equity Interests.

         For the avoidance of doubt, "Indebtedness" of any Person shall not
include operating leases incurred in the ordinary course of business, or any
guarantee by the Company or any Subsidiary of the Company of the obligations of
any Guarantor thereunder.

         "Independent Director" means a director of the Company who (1) is
independent with respect to the transaction at issue; (2) does not have any
material financial interest in the Company or any of its Affiliates (other than
as a result of holding securities of the Company); and (3) has not and whose
Affiliates have not, at any time during the 12 months prior to the taking of any
action hereunder, directly or indirectly, received, or entered into any
understanding or agreement to receive, any compensation, payment or other
benefit, of any type or form, from the Company or any of its Affiliates, other
than customary directors' fees for serving on the Board of Directors of the
Company or any Affiliate and reimbursement of out-of-pocket expenses for
attendance at the Company's or Affiliate's board and board committee meetings.
Each certificate or other document required by any provision of this Indenture
to be made or authorized by a Person that is an Independent Director shall
contain a statement that such Person has read this definition and is an
Independent Director within the meaning hereof.

         "Insurance Subsidiaries" means RepWest and Oxford, and their respective
direct and indirect Subsidiaries.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "interest" means, with respect to the Notes, interest on the Notes.

         "Investments" of any Person means (1) all direct or indirect
investments by such Person in any other Person in the form of loans, advances
(other than commissions, travel and similar advances made to directors, officers
and employees in the ordinary course of business) or capital contributions or
other credit extensions constituting Indebtedness of such other Person, and any
guarantee of Indebtedness of any other Person; (2) all purchases (or other
acquisitions for consideration) by such Person of Indebtedness, Equity Interests
or other securities of any other Person; (3) all other items that would be
classified as investments on a balance sheet of such Person prepared in
accordance with GAAP; and (4) the Designation of any Subsidiary as an
Unrestricted Subsidiary.

                                       15

<PAGE>

         Except as otherwise expressly specified in this definition, the amount
of any Investment (other than an Investment made in cash) shall be the Fair
Market Value thereof on the date such Investment is made. The amount of
Investment pursuant to clause (4) shall be the Designation Amount determined in
accordance with Section 4.16. If the Company or any Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary, the Company shall be deemed to have made an Investment
on the date of any such sale or other disposition equal to the Fair Market Value
of the Equity Interests of and all other Investments in such Subsidiary not sold
or disposed of, which amount shall be determined by the Board of Directors. The
acquisition by the Company or any Restricted Subsidiary of a Person that holds
an Investment in a third Person shall be deemed to be an Investment by the
Company or such Restricted Subsidiary in the third Person in an amount equal to
the Fair Market Value of the Investment held by the acquired Person in the third
Person. Notwithstanding the foregoing, purchases or redemptions of Equity
Interests of the Company shall be deemed not to be Investments.

         "INW" means INW Company, a Washington corporation.

         "Issue Date" means the date on which the Notes are originally issued
under this Indenture.

         "Joint Venture" means a corporation, partnership or other entity
engaged in one or more of the Permitted Businesses in which the Company or its
Restricted Subsidiaries does not have control but owns, directly or indirectly,
at least 10% of the Equity Interests.

         "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, lease, easement, restriction, covenant,
charge, security interest or other encumbrance of any kind or nature in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in, and any filing of, or agreement to give,
any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction (other than cautionary filings in respect of
operating leases).

         "Management Agreements" means, collectively, those certain property
management agreements between Subsidiaries of U-Haul, on the one hand, and
subsidiaries of SAC Holding or other persons, on the other hand.

         "Moody's" means Moody's Investors Service, Inc., and its successors.

         "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents or other security document granting a Lien on the Sale Property or the
Surplus Property to the Collateral Agent, for the benefit of the Secured
Parties.

         "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents (including, without
limitation, any cash received upon the sale or other disposition of non-cash
consideration received in such Asset Sale), net of (1) brokerage commissions and
other fees and expenses (including, without limitation, title

                                       16

<PAGE>

insurance fees and premiums, appraisal fees, environmental evaluation and report
fees, and fees and expenses of legal counsel, accountants and investment banks)
of such Asset Sale; (2) provisions for current or future taxes payable as a
result of such Asset Sale (after taking into account any available tax credits
or deductions and any tax sharing arrangements); (3) amounts required to be paid
to any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale or having a Lien
thereon; (4) amounts required to be paid from the proceeds of such Asset Sale
under the terms of any Senior Indebtedness; (5) payments of unassumed
liabilities (not constituting Indebtedness) relating to the assets sold at the
time of, or within 30 days after the date of, such Asset Sale; and (6)
appropriate amounts to be provided by the Company or any Restricted Subsidiary,
as the case may be, as a reserve required in accordance with GAAP against any
liabilities associated with such Asset Sale and retained by the Company or any
Restricted Subsidiary, as the case may be, after such Asset Sale, including
pensions and other postemployment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as reflected in an Officer's Certificate
delivered to the Trustee; provided, however, that any amounts remaining after
adjustments, revaluations or liquidations of such reserves shall constitute Net
Available Proceeds.

         "Net PWC Litigation Recovery" means PWC Litigation Proceeds in excess
of $50,000,000, minus (i) all attorneys' fees and costs, court costs expert
witness fees and expenses and other similar costs and expenses paid or payable
by the Company with respect to the PWC Litigation; and (iii) any current or
future taxes paid or payable by the Company with respect to such settlement
payments or damage awards (after taking into account any available tax credits
or deductions and any tax sharing arrangements).

         "New Credit Agreement" means the Loan and Security Agreement dated as
of March 15, 2004, by and among Wells Fargo Foothill, Inc., as lead arranger,
administrative agent, and collateral agent, the Bank Lenders and the Borrowers
(both as defined therein), as may be subsequently amended, restated, refinanced,
refunded, extended or replaced from time to time whether by the same or any
other agent, lender or group of lenders.

         "Non-Recourse Debt" means Indebtedness of an Unrestricted Subsidiary:

                  (1)      as to which neither the Company nor any Restricted
         Subsidiary (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

                  (2)      no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit upon notice, lapse of
         time or both any holder of any other Indebtedness (other than the
         Notes) of the Company or any Restricted Subsidiary to declare a default
         on such other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity; and

                                       17

<PAGE>

                  (3)      as to which the lenders have been notified in writing
         that they will not have any recourse to the Equity Interests or assets
         of the Company or any Restricted Subsidiary.

         "Non-Recourse Purchase Money Indebtedness" means Indebtedness of the
Company or any of its Subsidiaries (a) incurred to finance the purchase of any
assets of the Company or any of its Subsidiaries within 130 days of such
purchase, (b) to the extent the amount of Indebtedness thereunder does not
exceed 100% of the purchase cost of such assets, (c) to the extent the purchase
cost of such assets is or should be included in "additions to property, plant
and equipment" in accordance with GAAP, and (d) to the extent that such
Indebtedness is non-recourse to the Company or any of its Subsidiaries or any of
their respective assets other than the assets so purchased.

         "Note Guarantee" means the guarantee by each Guarantor of the Company's
payment and performance of all obligations under this Agreement and on the
Notes, executed pursuant to the provisions of this Agreement.

         "Notes" means the $148,646,137 of 12% Senior Subordinated Secured Notes
due 2011 to be issued on the Issue Date in accordance with this Agreement.

         "Obligation" means any principal, interest, penalties, fees,
indemnifications, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness or executed in
connection with such Indebtedness.

         "Officer" of the Company or a Guarantor means any of the following: the
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer, the
Secretary, the Assistant Treasurer or the Assistant Secretary.

         "Officer's Certificate" means a certificate signed by an Officer..

         "Opinion of Counsel" means an opinion of counsel who is acceptable to
the Trustee or the Collateral Agent, as applicable, and who may be an employee
of, or counsel to, the Company.

         "Oxford" means Oxford Life Insurance Company, an Arizona corporation.

         "Oxford Stock" means all of the issued and outstanding Capital Stock of
Oxford.

         "Pay Proceeds Agreements" means the Pay Proceeds Agreements defined in
the Security Agreement, substantially in the form of Exhibit B to the Security
Agreement, among the Company, certain of the Guarantors, the makers of the
Escrowed Restated SAC Notes and the Collateral Agent, for the benefit of the
Secured Parties.

         "Pari Passu Indebtedness" means any Indebtedness of the Company or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

                                       18

<PAGE>

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Permitted Business" means the businesses engaged in or proposed to be
engaged in by the Company and its Subsidiaries on the Issue Date and businesses
that are reasonably related thereto or reasonable extensions or expansions
thereof.

         "Permitted Easements" means (1) easements, licenses, rights-of-way and
other rights and privileges in the nature of easements reasonably necessary or
desirable for the use, repair, or maintenance of any real property and (2) if
required by a governmental authority, the dedication or transfer of unimproved
portions of any real property for road, highway or other public purposes; so
long as, in each case (i) such grant, dedication or transfer does not materially
impair the value of the remaining useful life of the applicable real property or
the fair market value of such real property or materially impair or interfere
with the use or operations thereof, and (ii) such grant, dedication or transfer
is reasonably necessary in connection with the use, maintenance, alteration or
improvement of the applicable real property.

         "Permitted Investment" means:

                  (1)      (a) Investments by the Company or any Restricted
         Subsidiary in any Restricted Subsidiary that is a Guarantor or (b)
         payments by the Company or any Restricted Subsidiary to any Person or
         Persons solely as consideration for the acquisition of Equity Interests
         or assets of any Person that is or will become immediately after such
         Investment a Restricted Subsidiary that is a Guarantor;

                  (2)      Investments in the Company by any Restricted
         Subsidiary;

                  (3)      loans and advances to employees of the Company and
         the Restricted Subsidiaries in respect of commissions, business
         expenses, travel and relocation and other similar expenses in the
         ordinary course of business;

                  (4)      Hedging Obligations incurred in accordance with
         Section 4.09(b)(v) hereof;

                  (5)      Cash Equivalents;

                  (6)      receivables owing to the Company or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (7)      Investments in stock, obligations or securities of
         trade creditors or customers received in the ordinary course of
         business in satisfaction of judgments, in settlement of debts or
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of such trade creditors or customers;

                                       19

<PAGE>

                  (8)      Investments made by the Company or any Restricted
         Subsidiary as a result of non-cash consideration received in connection
         with an Asset Sale made in compliance with Section 4.10 hereof;

                  (9)      lease, utility, bank, escrow, earnest money deposits
         and other similar deposits in the ordinary course of business;

                  (10)     stock, obligations or securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or any Restricted Subsidiary or in satisfaction of
         judgments;

                  (11)     Investments by any Insurance Subsidiary made in the
         ordinary course of business consistent with past practice;

                  (12) Investments in negotiable instruments for collection;

                  (13)     advances made in connection with purchases of goods
         or services in the ordinary course of business;

                  (14)     Investments by U-Haul evidenced by the Restated SAC
         Holding Notes not to exceed the principal amount outstanding thereunder
         as of the Issue Date (except for increase in principal resulting solely
         from the accrual of interest thereon);

                  (15)     payments by U-Haul and its Subsidiaries of expenses
         on behalf of Subsidiaries of SAC Holding or other Persons pursuant to
         the Management Agreements provided that all such expenses are promptly
         reimbursed by the other appropriate parties to the Management
         Agreement;

                  (16)     Investments in PMSR, PM Preferred or any of their
         Affiliates owned by the Company or any of its Subsidiaries or SAC
         Holding under the Support Party Agreement;

                  (17)     payments by U-Haul and its Subsidiaries in the
         ordinary course of business and consistent with past practices of
         certain ordinary course operating expenses on behalf of any U-Haul
         Dealer pursuant to a Dealership Contract, provided that the applicable
         U-Haul Dealer reimburses U-Haul and its Subsidiaries for all such
         expenses in accordance with the provisions of the Dealership Contract;

                  (18)     Investments in the Notes, the Term Loan B Notes, the
         SAC Holding Senior Notes and Indebtedness of PMSR resulting from the
         acquisition of such instruments by the Company in accordance with the
         terms of the PMSR Agreement;

                  (19)     guarantees by the Company of the obligations of its
         Subsidiaries that are Guarantors to the extent such obligations are
         otherwise permitted hereunder and are consistent with past practices;

                  (20)     Investments existing on the Issue Date; and

                                       20

<PAGE>

                  (21)     other Investments in an aggregate amount not to
         exceed $10.0 million per year (with each Investment being valued as of
         the date made and without regard to subsequent changes in value).

         "Permitted Liens" means the following types of Liens:

                  (1)      Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

                  (2)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         assets relating to such letters of credit and products and proceeds
         thereof;

                  (3)      leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the
         Company or any Restricted Subsidiary;

                  (4)      Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (5)      Liens securing all of the Notes and Liens securing
         any Note Guarantee;

                  (6)      Liens existing on the Issue Date securing
         Indebtedness outstanding on the Issue Date;

                  (7)      Liens in favor of the Company or a Guarantor;

                  (8)      Liens securing Indebtedness, other "Obligations" (as
         defined in the New Credit Agreement) and the other obligations under
         the Loan Documents (as defined in the New Credit Agreement);

                  (9)      Liens securing Acquired Indebtedness permitted to be
         incurred under this Agreement; provided, however, that the Liens do not
         extend to assets not subject to such Lien at the time of acquisition
         (other than improvements thereon) and are no more favorable to the
         lienholders than those securing such Acquired Indebtedness prior to the
         incurrence of such Acquired Indebtedness by the Company or a Restricted
         Subsidiary;

                  (10)     Liens to secure Refinancing Indebtedness provided,
         however, that such Liens do not extend to any additional assets which
         were not subject to Liens securing Refinanced Indebtedness (other than
         improvements thereon and replacements thereof) and do not have a higher
         priority than the Liens securing the applicable Refinanced Indebtedness
         except that in the case of a concurrent refinancing of multi-priority
         Indebtedness, the Refinancing Indebtedness may retain the highest
         priority applicable to the Refinanced Indebtedness.

                  (11)     Liens to secure Attributable Indebtedness incurred
         pursuant to Section 4.19 hereof; provided, however, that any such Lien
         shall not extend to or cover

                                       21

<PAGE>

         any assets of the Company or any Restricted Subsidiary other than the
         assets which are the subject of the Sale and Leaseback Transaction in
         which the Attributable Indebtedness is incurred;

                  (12)     Liens imposed by governmental authorities for taxes,
         assessments or other charges not yet subject to penalty or which are
         being contested in good faith and by appropriate proceedings promptly
         instituted and diligently conducted and, if any reserve or other
         provision is required in accordance with GAAP, adequate reserves with
         respect thereto shall have been made on the books of the Company in
         accordance with GAAP;

                  (13)     statutory liens of carriers, warehousemen, mechanics,
         materialmen, landlords, repairmen or other like Liens arising by
         operation of law in the ordinary course of business provided that (1)
         the underlying obligations are not overdue for a period of more than 60
         days, or (2) such Liens are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently conducted
         and adequate reserves with respect thereto are maintained on the books
         of the Company in accordance with GAAP;

                  (14)     Liens securing the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business (including, without limitation, landlord liens on leased
         property);

                  (15)     Liens in respect of Permitted Easements;

                  (16)     Liens arising by operation of law in connection with
         judgments, only to the extent, for an amount and for a period not
         resulting in an Event of Default with respect thereto;

                  (17)     pledges or deposits made in the ordinary course of
         business in connection with worker's compensation, unemployment
         insurance and other types of social security legislation;

                  (18)     Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements;

                  (19)     Liens arising out of consignment or similar
         arrangements for the sale of goods;

                  (20)     any condemnation or eminent domain proceedings
         affecting any real property;

                  (21)     Liens set forth on Schedule P-1 to the New Credit
         Agreement as of the Issue Date;

                  (22)     the interests of lessors under operating leases and
         under the Synthetic Leases, including any refinancings thereof;

                                       22

<PAGE>

                  (23)     Liens incurred in the ordinary course of business of
         the Company or any Restricted Subsidiary with respect to obligations
         (other than Indebtedness) that do not in the aggregate exceed $10
         million at any one time outstanding;

                  (24)     Liens with respect to real property of the Company or
         any Subsidiary that are exceptions to the commitments for title
         insurance issued in connection with the Mortgages;

                  (25)     Liens with respect to real property of the Company or
         any Subsidiary that are exceptions to the commitments for title
         insurance issued in connection with the real property instruments
         executed and delivered in connection with (i) the New Credit Agreement,
         as accepted by Wells Fargo Foothill, Inc. as Agent (as defined in the
         New Credit Agreement) or (ii) the Term Loan B Indenture, as accepted by
         Wells Fargo Bank, N.A. as Trustee (as defined in the Term Loan B
         Indenture);

                  (26)     purchase money Liens or the interests of lessors in
         leased assets under Capitalized Leases to the extent that such Liens or
         interests secure Purchase Money Indebtedness permitted hereunder and so
         long as such Liens attach only to the asset purchased or acquired and
         the proceeds thereof; and

                  (27)     Liens securing the obligations under the Note
         Documents (as defined in the Term Loan B Indenture).

                  Notwithstanding the foregoing, Liens with respect to
         Collateral under clauses (2), (6), (7), (8), (9), (10), (11), (21),
         (22), (23), (25), (26) and (27) shall not be Permitted Liens.

         "Permitted Person" means (i) Edward J. Shoen, Mark V. Shoen, James P.
Shoen and the spouse and lineal descendants of each such individual, the spouses
of each such lineal descendant and the lineal descendants of such spouses; (ii)
any trusts or other entities for the primary benefit of, the executor or
administrator of the estate of, or other legal representative of, any of the
individuals referred to in clause (i); (iii) any corporation or other entity
with respect to which all the Voting Stock thereof is, directly or indirectly
owed by any of the individuals or entities referred to in clauses (i) and (ii);
and (iv) the AMERCO Employee Savings and Employee Stock Ownership Trust, or any
successor thereto.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

                                       23

<PAGE>

         "Pledge Agreement" means the Pledge Agreement, substantially in the
form of Exhibit D hereto, among the Company, certain of the Guarantors and the
Collateral Agent, for the benefit of the Secured Parties.

         "PM Preferred" means PM Preferred Properties, L.P., a Texas limited
partnership.

         "PMSR" means Private Mini Storage Realty, L.P., a Texas limited
partnership.

         "PMSR Agreement" means that certain PMSR Agreement dated as of March
15, 2004, among AMERCO, PMSR, JPMorgan Chase Bank, as Administrative Agent under
the Credit Agreement described therein and the lenders under the Credit
Agreement described therein.

         "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other equity interests (however designated) of
such Person whether now outstanding or issued after the Issue Date.

         "principal" means, with respect to the Notes, the principal of the
Notes.

         "Purchase Money Indebtedness" means Indebtedness of the Company or any
of its Subsidiaries (including Capitalized Leases) (a) incurred to finance the
purchase of any assets of the Company or any of its Subsidiaries within 130 days
of such purchase, (b) to the extent the amount of Indebtedness thereunder does
not exceed 100% of the purchase cost of such assets, and (c) to the extent the
purchase cost of such assets is or should be included in "additions to property,
plant and equipment" in accordance with GAAP.

         "PWC Litigation" means the pending action filed by the Company against
PricewaterhouseCoopers LLP and the other defendants named therein in the
Maricopa County Superior Court of the State of Arizona, Case No. CV-2003-011032.

         "PWC Litigation Proceeds" means the proceeds from any settlement,
judgment, or other recovery from the PWC Litigation.

         "Qualified Equity Interests" means Equity Interests of the Company
other than Disqualified Equity Interests; provided, however, that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Company or financed, directly or indirectly, using
funds (1) borrowed from the Company or any Subsidiary of the Company until and
to the extent such borrowing is repaid or (2) contributed, extended, guaranteed
or advanced by the Company or any Subsidiary of the Company (including, without
limitation, in respect of any employee stock ownership or benefit plan).

         "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning.

         "refinance" means to refinance, repay, prepay, replace, renew or
refund.

         "Refinancing Indebtedness" means Indebtedness of the Company or a
Restricted Subsidiary issued in exchange for, or the proceeds from the issuance
and sale or disbursement of which are used substantially concurrently to redeem
or refinance in whole or in part, or

                                       24

<PAGE>

constituting an amendment of, any Indebtedness of the Company or any Restricted
Subsidiary (the "Refinanced Indebtedness") in a principal amount not in excess
of the outstanding principal amount (plus the amount of any capitalized fees
and, with respect to any refinancing of the Synthetic Leases, to the extent
permitted under Section 4.09(b)(iv)(B)) of the Refinanced Indebtedness so repaid
or amended (or, if such Refinancing Indebtedness refinances Indebtedness under a
revolving credit facility or other agreement providing a commitment for
subsequent borrowings, with a maximum commitment not to exceed the maximum
commitment under such revolving credit facility or other agreement); provided,
however, that:

                  (1)      the Refinancing Indebtedness is the obligation of the
         same Person as that of the Refinanced Indebtedness;

                  (2)      if the Refinanced Indebtedness was subordinated to or
         pari passu with the Notes or the Note Guarantees, as the case may be,
         then such Refinancing Indebtedness, by its terms, is expressly pari
         passu with (in the case of Refinanced Indebtedness that was pari passu
         with) or subordinate in right of payment to (in the case of Refinanced
         Indebtedness that was subordinated to) the Notes or the Note
         Guarantees, as the case may be, at least to the same extent as the
         Refinanced Indebtedness;

                  (3)      if the Refinanced Indebtedness was Disqualified
         Equity Interests, then such Refinancing Indebtedness consists solely of
         Disqualified Equity Interests;

                  (4)      the Refinancing Indebtedness is scheduled to mature
         either (a) no earlier than the Refinanced Indebtedness being repaid or
         amended or (b) after the maturity date of the Notes;

                  (5)      the portion, if any, of the Refinancing Indebtedness
         that is scheduled to mature on or prior to the maturity date of the
         Notes has a Weighted Average Life to Maturity at the time such
         Refinancing Indebtedness is incurred that is equal to or greater than
         the Weighted Average Life to Maturity of the portion of the Refinanced
         Indebtedness being repaid that is scheduled to mature on or prior to
         the maturity date of the Notes (other than such changes in the Weighted
         Average Life to Maturity of the Synthetic Leases, to the extent they
         are treated as Capitalized Leases in accordance with GAAP, resulting
         from the refinancing of the Synthetic Leases); and

                  (6)      the Refinancing Indebtedness is secured only to the
         extent, if at all, and by the assets, that the Refinanced Indebtedness
         being repaid or amended is secured and pursuant to Liens that do not
         have a higher priority than the Liens securing the Refinanced
         Indebtedness except that in the case of a concurrent refinancing of
         multi-priority Indebtedness, the Refinancing Indebtedness may retain
         the highest priority applicable to the Refinanced Indebtedness.

         Notwithstanding the foregoing, clauses (4) and (5) of this definition
         shall not apply to any refinancing of Senior Indebtedness.

         "RepWest" means Republic Western Insurance Company, an Arizona
corporation."Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Finance Unit of the Corporate Trust Division of
the Trustee (or any

                                       25

<PAGE>

successor group of the Trustee) who has direct responsibility for the
administration of this Indenture and, for purposes of Section 7.01(c)(ii) and
the second sentence of Section 7.06, shall also include any other officer of the
Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "Restated Notes Escrow" means the escrow arrangement established with
respect to the Escrowed Restated SAC Notes pursuant to Section 11.05 hereof.

         "Restated SAC Holding Notes" means the promissory notes as restated and
in effect on the date hereof issued to Subsidiaries of the Company by SAC
Holding and identified as collateral for the Notes in the Security Agreement and
deposited in the Restated Notes Escrow as provided in Section 11.05, hereof.

         "Restated SAC Notes Escrow Account" means a separate account for the
receipt of payments made pursuant to the Escrowed Restated SAC Notes as provided
in Section 11.05 hereof.

         "Restated SAC Notes Escrow Agreement" means the Restated SAC Notes
Escrow Agreement among the Company, certain of the Guarantors and the Collateral
Agent, for the benefit of the Secured Parties.

         "Restricted Payment" means any of the following:

                  (1)      the declaration or payment of any dividend or any
         other distribution on Equity Interests of the Company or any Restricted
         Subsidiary or any payment made in respect of Equity Interests to the
         direct or indirect holders of Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding (a) dividends or distributions payable solely in Qualified
         Equity Interests and (b) in the case of Restricted Subsidiaries,
         dividends or distributions payable to the Company or to a Restricted
         Subsidiary and pro rata dividends or distributions payable to minority
         stockholders of any Restricted Subsidiary;

                  (2)      the redemption of any Equity Interests of the Company
         or any Restricted Subsidiary, including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any Restricted Subsidiary but excluding any such Equity
         Interests held by the Company or any Restricted Subsidiary;

                  (3)      any Investment other than a Permitted Investment; or

                  (4)      any redemption prior to the scheduled maturity or
         prior to any scheduled repayment of principal or sinking fund payment,
         as the case may be, in respect of Subordinated Indebtedness.

         "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

                                       26

<PAGE>

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "SAC Holding" means, collectively, SAC Holding Corporation and SAC
Holding II Corporation, each a Nevada corporation.

         "SAC Holding Senior Notes" means those 8.5% Senior Notes due 2014
issued pursuant to the Indenture dated as of March 15, 2004, among SAC Holding,
and Law Debenture Trust Company of New York, as trustee thereunder.

         "SAC Participation and Subordination Agreement" means the SAC
Participation and Subordination Agreement dated March 15, 2004, by and among SAC
Holding, AMERCO, U-Haul and Law Debenture Trust Company of New York, as trustee,
as in effect on the date hereof.

         "Sale and Leaseback Transaction" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset; provided that the term "Sale and Leaseback Transaction" shall not
include any Excluded Sale and Leaseback Transaction.

         "Sale Property" means that certain real property defined as such in the
Security Agreement.

         "SEC" means the U.S. Securities and Exchange Commission.

         "Secretary's Certificate" means a certificate signed by the Secretary
or an Assistant Secretary of the Company.

         "Secured Parties" shall have the meaning assigned to such term in the
Security Agreement.

         "Securities Act" means the United States Securities Act of 1933, as
amended.

         "Security Agreement" means the Security Agreement, substantially in the
form of Exhibit E hereto, among the Company, certain of the Guarantors and the
Collateral Agent, for the benefit of the Secured Parties.

         "Security Documents" means, collectively, the Security Agreement, the
Pledge Agreement, the Pay Proceeds Agreement, the Mortgages and all other
agreements, instruments, documents, pledges or filings executed in connection
with granting, or that otherwise evidence, the Lien of the Collateral Agent in
the Collateral.

         "Senior Indebtedness" means (i) the Obligations (as defined herein and
in the New Credit Agreement) of the Company and the Guarantors under the New
Credit Agreement and the other Loan Documents (as defined in the New Credit
Agreement), other than Bank Product Obligations (as defined in the New Credit
Agreement), to the extent such Bank Product

                                       27

<PAGE>

Obligations are not established as a reserve in the Borrowing Base (as defined
in the New Credit Agreement) or such Obligations were not permitted to be
incurred pursuant to Section 4.09(b)(i) hereof and (ii) the Obligations under
the Term Loan B Indenture, the Term Loan B Notes and the other Note Documents
(as defined in the Term Loan B Indenture).

         "Significant Subsidiary" means (1) any Restricted Subsidiary that would
be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant
to the Securities Act as such Regulation is in effect on the Issue Date and (2)
any Restricted Subsidiary that, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which any
event described in Section 6.01(g) and (h) hereof has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

         "SSI" means Self-Storage International Holding Corporation, a Nevada
corporation, and any Subsidiary thereof, whether now existing or hereafter
formed.

         "Subordinated Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

         "Subsidiary" means, with respect to any Person: (1) any corporation,
limited liability company, association or other business entity of which more
than 50% of the total voting power of the Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the
Board of Directors thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and (2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof); provided,
however, that PMSR, PM Preferred, SAC Holding and SSI shall not be deemed to be
Subsidiaries of the Company or any Guarantor. Unless otherwise specified,
"Subsidiary" refers to a Subsidiary of the Company.

         "Support Party Agreement" means, collectively, (i) that certain Support
Party Agreement dated as of February 28, 2003 by and between AMERCO and PM
Preferred in favor of GMAC Commercial Holding Corp., as administrative agent, as
amended by the First Amendment to Support Party Agreement dated as of June 13,
2003, and (ii) the PMSR Agreement, in each case as amended prior to the Issue
Date and after the Issue Date as permitted herein (provided, in each case, such
amendment does not increase the obligations of any Loan Party as defined
thereunder).

         "Surplus Property" means that certain real property defined as such in
the Security Agreement.

         "Synthetic Leases" means, collectively, (i) that certain Amended and
Restated Master Lease and Open-End Mortgage dated as of July 27, 1999 among
U-Haul, AREC, the various lessors identified therein and BMO Global Solutions,
Inc. and any related documentation, (ii) that certain Master Lease dated as of
September 24, 1999 between BMO Global Capital Solutions, Inc. and AREC and any
related documentation; and (iii) that certain Canadian U-Haul

                                       28

<PAGE>

Master Lease dated as of April 5, 2001 between Computershare Trust Company of
Canada, as successor to Montreal Trust Company of Canada, and U-Haul (Canada)
and any related documentation, each as may be subsequently amended, restated or
refinanced to the extent permitted hereunder.

         "Term Loan B Notes" means those 9.0% Second Lien Senior Secured Notes
due 2009 issued pursuant to the Term Loan B Indenture.

         "Term Loan B Indenture" means the indenture dated as of March 1, 2004,
pursuant to which the Term Loan B Notes are issued, among the Company, the
Guarantors and Wells Fargo Bank, N.A., as trustee thereunder, as subsequently
amended, restated, refinanced, extended or replaced from time to time.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Agreement and
thereafter means the successor serving hereunder.

         "U-Haul" means U-Haul International, Inc., a Nevada corporation.

         "U-Haul (Canada)" means U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada)
Ltee, an Ontario corporation.

         "U-Haul Dealer" means any Person that leases Vehicles on behalf of
U-Haul in the ordinary course of business pursuant to a Dealership Contract.

         "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Company in accordance with Section 4.16 hereof and (2) any
Subsidiary of an Unrestricted Subsidiary.

         "U.S. Government Obligations" means direct non-callable obligations of,
or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is
pledged.

         "Vehicle" or "Vehicles" means any vehicle (including any motor
vehicle), trailer or other asset of the Company or its Restricted Subsidiaries
represented by a certificate of title.

         "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

         "Weighted Average Life to Maturity" when applied to any Indebtedness at
any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date

                                       29

<PAGE>

and the making of such payment by (2) the then outstanding principal amount of
such Indebtedness.

         "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of
which 100% of the Equity Interests (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the
Company or through one or more Wholly-Owned Restricted Subsidiaries.

         "WPCarey Transaction" means the transaction whereby UH Storage (DE)
Limited Partnership, a Delaware limited partnership, or other Affiliate of W.P.
Carey & Co., LLC, will acquire the real property that is subject to the
Synthetic Leases (excluding real property located in Canada) and such Synthetic
Leases shall be paid in full and terminated, all as more fully set forth on
Schedule W-1 to the New Credit Agreement.

1.02     Other Definitions.

<TABLE>
<CAPTION>
                                                   Defined in
Term                                                Section
- ----                                                -------
<S>                                                <C>
"Affiliate Transaction"                               4.11
"Alternate Offer"                                     4.15
"Authentication Order"                                2.02
"Authorized Agent"                                   14.10
"Change of Control Offer"                             4.15
"Change of Control Payment Date"                      4.15
"Change of Control Purchase Price"                    4.15
"Covenant Defeasance"                                 8.03
"Coverage Ratio Exception"                            4.09
"Designation"                                         4.16
"Designation Amount"                                  4.16
"DTC"                                                 2.03
"Environmental Law"                                   7.07
"Event of Default"                                    6.01
"Excess Proceeds"                                     4.10
"Hazardous Materials"                                 7.07
"Insolveny Event"                                    12.02
"Legal Defeasance"                                    8.02
"Net Proceeds Deficiency"                             4.10
"Net Proceeds Offer"                                  4.10
"Offered Price"                                       4.10
"Pari Passu Indebtedness Price"                       4.10
"Paying Agent"                                        2.03
"Payment Amount"                                      4.10
"Permitted Indebtedness"                              4.09
"Redesignation"                                       4.16
"Registrar"                                           2.03
</TABLE>

                                       30

<PAGE>

<TABLE>
<S>                                                   <C>
"Restricted Payments Basket"                          4.07
"Successor"                                           5.01
"3.08(b) Account"                                     3.08
</TABLE>

1.03     Incorporation by Reference of Trust Indenture Act.

         Whenever this Agreement refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Agreement.

         The following TIA terms used in this Agreement have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Agreement;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Agreement that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

         The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture
upon and so long as the Indenture and Notes are subject to the TIA. If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
imposed duties shall control. If a provision of the TIA requires or permits a
provision of this Indenture and the TIA provision is amended, then the Indenture
provision shall be automatically amended to like effect.

1.04     Rules of Construction.

         Unless the context otherwise requires:

                  (a)      a term has the meaning assigned to it;

                  (b)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP;

                  (c)      "or" is not exclusive;

                  (d)      words in the singular include the plural, and in the
         plural include the singular;

                                       31

<PAGE>

                  (e)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subdivision;

                  (f)      provisions apply to successive events and
         transactions; and

                  (g)      references to sections of or rules under the
         Securities Act shall be deemed to include substitute, replacement of
         successor sections or rules adopted by the SEC from time to time.

                                   ARTICLE II

                                    THE NOTES

2.01     Form and Dating.

         (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Agreement and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Agreement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Agreement, the provisions of this Agreement shall govern and be
controlling.

         (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Depositary Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

2.02     Execution and Authentication.

         An authorized Officer shall sign the Notes for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

                                       32

<PAGE>

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Agreement.

         The Trustee shall authenticate Notes upon a written order of the
Company in the form of an Officer's Certificate of the Company (an
"Authentication Order"). Each such written order shall specify the amount of
Notes to be authenticated and the date on which the Notes are to be
authenticated, and whether the Notes are to be issued as certificated Notes or
Global Notes or such other information as the Trustee may reasonably request. In
addition, the first such written order from the Company shall be accompanied by
an Opinion of Counsel.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Agreement to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or the
Company.

2.03     Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent")
within the City and State of New York. The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Agreement. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Depositary Custodian with respect to the Global
Notes.

2.04     Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders

                                       33

<PAGE>

all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

2.05     Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

2.06     Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes only if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee. Upon the occurrence of either of the preceding events in (i) or (ii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a). However, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Agreement and the Applicable Procedures. Transfers of beneficial interests
in the Global Notes also shall require compliance with either subparagraph (i)
or (ii) below, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Global Note may be transferred to
         Persons who take delivery thereof in the form of a beneficial interest
         in a Global Note. No written orders or instructions shall be required
         to be delivered to the Registrar to effect the transfers described in
         this Section 2.06(b)(i).

                                       34
<PAGE>

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above. Upon satisfaction of all of the
         requirements for transfer or exchange of beneficial interests in Global
         Notes contained in this Agreement and the Notes the Trustee shall
         adjust the principal amount of the relevant Global Note(s) pursuant to
         Section 2.06(g) hereof.

         (c) Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes. If any holder of a beneficial interest in a Global Note
proposes to exchange such beneficial interest for a Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth
in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(g) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests
in Global Notes. A Holder of a Definitive Note may exchange such Note for a
beneficial interest in a Global Note or transfer such Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee shall cancel the applicable Definitive Note and increase
or cause to be increased the aggregate principal amount of one of the Global
Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected at a time when a Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

                                       35
<PAGE>

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing.

         (f) Legends. The following legend, in addition to any legend required
by the Depositary, shall appear on the face of all Global Notes issued under
this Agreement:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE OR CUSTODIAN,
                  AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
                  EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
                  MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
                  (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
                  PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
                  GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
                  PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
                  NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
                  PRIOR WRITTEN CONSENT OF THE COMPANY."

         (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (h) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or

                                       36
<PAGE>

         exchange, but the Company may require payment of a sum sufficient to
         cover any transfer tax or similar governmental charge payable in
         connection therewith (other than any such transfer taxes or similar
         governmental charge payable upon exchange or transfer pursuant to
         Sections 2.10, 3.06, 4.15 and 9.05 hereof).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Agreement, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Trustee shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection or (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (viii) All certifications, certificates and opinions of
         counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  (ix) Each Holder agrees to indemnify the Company and the
         Trustee against any liability that may result from the transfer,
         exchange or assignment by such Holder of such Holder's Note in
         violation of any provision of this Agreement and/or applicable United
         States federal or state securities law.

                  (x) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Agreement or under applicable law with respect to
         any transfer of any interest in any Note (including any transfers
         between or among Participants and/or Indirect Participants or
         beneficial owners of interests in any Global Note) other than to
         require delivery of such certificates and other documentation or
         evidence as are expressly required by, and to do so if and when
         expressly required by the terms of, this Agreement, and to examine the
         same to

                                       37
<PAGE>

         determine substantial compliance as to form with the express
         requirements hereof. The Trustee shall have no liability for the
         actions or omissions of the Depositary.

2.07     Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Agreement equally and
proportionately with all other Notes duly issued hereunder.

2.08     Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

2.09     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes as to which a Responsible Officer of the Trustee has actual knowledge
are so owned shall be so disregarded.

                                       38
<PAGE>

2.10     Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Agreement.

2.11     Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

2.12     Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

2.13     CUSIP Numbers.

         The Company in issuing the Notes may use "CUSIP", "ISIN" or similar
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP",
"ISIN" or similar numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the "CUSIP", "ISIN" or similar
numbers.

                                       39
<PAGE>

                                  ARTICLE III

                            REDEMPTION AND PREPAYMENT

3.01     Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days (or such shorter period acceptable to the Trustee) but not more
than 60 days before a redemption date, an Officer's Certificate setting forth
(i) the clause of this Agreement pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

3.02     Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Further, in the event of a partial
redemption in accordance with Section 3.07 (so long as Global Note) or 3.08
hereof, selection of the Notes or portions thereof for redemption shall be made
by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to the procedures of DTC), unless such method is otherwise
prohibited.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1 or whole multiples of $1; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Agreement that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

3.03     Notice of Redemption.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its address set
forth in the register.

         The notice shall identify the Notes (including the CUSIP, ISIN or
similar numbers, if any) to be redeemed and shall state:

         (a) the redemption date;

         (b) the redemption price;

                                       40
<PAGE>

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

         (d) the name and address of the Paying Agent;

         (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

         (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

         (g) the paragraph of the Notes and/or Section of this Agreement
pursuant to which the Notes called for redemption are being redeemed; and

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP, ISIN or similar number, if any, listed in such notice or printed on
the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall have delivered to the Trustee, at least 15 days prior to the date of the
mailing of such notice, an Officer's Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in this Section 3.03.

3.04     Effect of Notice of Redemption.

         Once a notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

3.05     Deposit of Redemption Price.

         On or prior to the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to
be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not

                                       41
<PAGE>

paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

3.06     Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

3.07     Optional Redemption.

         (a) At any time after the Issue Date, the Company shall have the option
to redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
12-month period beginning on March 15 of the years indicated below:

<TABLE>
<CAPTION>
Calendar Year                         Percentage
- -------------                         ----------
<S>                                   <C>
2004                                    102.0%
2005                                    101.5%
2006                                    101.0%
2007 and thereafter                     100.0%
</TABLE>

         (b) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.

3.08     Mandatory Redemption.

         (a) Notwithstanding anything in Section 4.10 hereof to the contrary,
(i) the Net Available Proceeds of some or all of the Collateral resulting from
one or more Asset Sales and (ii) an amount equal to 75% of any Net PWC
Litigation Recovery shall be used by the Company to redeem Notes, in whole or in
part, at the redemption price of 100% of the principal amount of the Notes so
redeemed plus accrued and unpaid interest thereon to the applicable redemption
date. No redemption pursuant to this Section 3.08 must be made until such time
as the aggregate amount of (i) Net Available Proceeds received by the Company,
(ii) Net PWC Litigation Recovery received by the Company, and (iii) any funds
remitted to the 3.08(b) Account pursuant to Section 11.05 hereof and then
available for such purpose equals or exceeds $5.0 million.

         (b) Any redemption pursuant to this Section 3.08 shall be made within
90 days of (i) receipt by the Company of Net Available Proceeds, (ii) receipt by
the Company of Net PWC Litigation Recovery or (iii) remittance of any funds to
the 3.08(b) Account pursuant to Section 11.05 hereof requiring such redemption,
and shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof. Upon receipt of such amounts, the same shall be Collateral pursuant to
the Security Agreement and shall be held by and under the exclusive control of
the Collateral Agent in a separate Deposit Account or investment account
maintained at the Collateral Agent or The Bank of New York in the name of the
Collateral Agent, as collateral agent (collectively, the

                                       42
<PAGE>

"3.08(b) Account"), and may be invested by the Collateral Agent in cash or Cash
Equivalents in accordance with the written instructions of the Company and any
interest or investment gain thereon shall be added to, and considered a part of,
such Net Available Proceeds or Net PWC Litigation Recovery.

                                   ARTICLE IV

                                    COVENANTS

4.01     Payment of Notes.

         The Company shall pay or cause to be paid the principal of and interest
on the Notes on the dates and in the manner provided in the Notes. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary thereof, holds as of 12:00 noon Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal and interest then due.

         The Company shall pay interest on overdue principal at the rate equal
to 2% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

4.02     Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Agreement may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

4.03     Reports.

         (a)      The Company shall furnish to the Trustee:

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<PAGE>


                  (i) within 120 days after the end of each fiscal year of the
         Company, its audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by its
         independent public accountants of recognized national standing (without
         a "going concern" or like qualification or exception and without any
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly, in all
         material respects, the consolidated financial condition and results of
         operations of the Company and its Subsidiaries on a consolidated basis
         in accordance with GAAP consistently applied;

                  (ii) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Company, its unaudited
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its financial officers as presenting fairly in all material respects
         the consolidated financial condition and results of operations of the
         Company and its Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied, subject to normal year-end audit adjustments
         and the absence of footnotes;

                  (iii) copies of the Company's annual report and the
         information, documents and other reports that are specified in Section
         13 and 15(d) of the Exchange Act (collectively, the "Required
         Information"), whether or not the Company is subject to the reporting
         requirements of Section 13 or 15(d) of the Exchange Act, to be provided
         within 15 days after the Company files them with the Commission (or
         would be required to file with the Commission); provided, however, that
         if any of the Required Information is filed with the Commission, the
         Company shall only be required to provide the Trustee copies of such
         Required Information. Whether or not required by the rules and
         regulations of the Commission, the Company will file a copy of such
         information and reports with the Commission for public availability
         within the time periods set forth in the Commission's rules and
         regulations (unless the Commission will not accept such a filing).

         (b) The Company shall also provide such information as may, from time
to time, be necessary to comply with any applicable provisions of TIA Section
314(a).

         (c) Delivery of such financial statements, reports, information and
documents to the Trustee pursuant to this Section 4.03 is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).

4.04     Compliance Certificate.

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<PAGE>

         (a) The Company, and to the extent required under the TIA, each
Guarantor, shall deliver to the Trustee, within 130 days after the end of each
fiscal year, an Officer's Certificate stating that a review of the activities of
the Company and each such Guarantor during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining
whether the Company and each such Guarantor has kept, observed, performed and
fulfilled its obligations under this Agreement, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company and each such Guarantor has complied with all conditions and
covenants under this Agreement and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Agreement (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants that in making
the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company or any of its Subsidiaries has violated any provisions of Article IV or
Article V hereof or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, as soon as possible, and in any event within five days
after any Officer becomes aware of any Default or Event of Default, an Officer's
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

4.05     Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings
promptly instituted and diligently conducted or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

4.06     Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Agreement; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any

                                       45
<PAGE>

such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
has been enacted.

4.07     Restricted Payments.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, make any Restricted Payment if at the
time of such Restricted Payment:

                  (i) a Default shall have occurred and be continuing or shall
         occur as a consequence thereof;

                  (ii) the Company cannot incur $1.00 of additional Indebtedness
         pursuant to the Coverage Ratio Exception at the time of making such
         Restricted Payment and after giving pro forma effect thereto as if such
         Restricted Payment was made at the beginning of the applicable
         four-quarter period; or

                  (iii) the amount of such Restricted Payment, when added to the
         aggregate amount of all other Restricted Payments made after the Issue
         Date (other than Restricted Payments made pursuant to clause (iii)(B),
         (iv), (v) or (vi) of Section 4.07(b) below), exceeds the sum (the
         "Restricted Payments Basket") of (without duplication):

                           (A) 50% of Consolidated Net Income Available For
                  Common Stock for the period (taken as one accounting period)
                  commencing on the first day of the first full fiscal quarter
                  commencing after the Issue Date to and including the last day
                  of the fiscal quarter ended immediately prior to the date of
                  such calculation for which consolidated financial statements
                  are available (or, if such Consolidated Net Income Available
                  For Common Stock shall be a deficit, minus 100% of such
                  aggregate deficit), plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company either (x) as contributions to the common
                  equity of the Company after the Issue Date or (y) from the
                  issuance and sale of Qualified Equity Interests after the
                  Issue Date, other than any such proceeds which are used to
                  redeem Notes in accordance with Section 3.07 hereof, plus

                           (C) the aggregate amount by which Indebtedness (other
                  than any Subordinated Indebtedness) incurred by the Company or
                  any Restricted Subsidiary subsequent to the Issue Date is
                  reduced on the Company's balance sheet upon the conversion or
                  exchange (other than by a Subsidiary of the Company) into
                  Qualified Equity Interests (less the amount of any cash, or
                  the Fair Market Value of assets, distributed by the Company or
                  any Restricted Subsidiary upon such conversion or exchange),
                  plus

                           (D) in the case of the disposition or repayment in
                  cash of or cash return on any Investment that was treated as a
                  Restricted Payment made after the Issue Date, an amount (to
                  the extent not included in the computation of Consolidated Net
                  Income) equal to the lesser of (1) the cash return of capital
                  with respect to

                                       46
<PAGE>

                  such Investment and (2) the amount of such Investment that was
                  treated as a Restricted Payment, in either case, less the cost
                  of the disposition of such Investment and net of taxes, plus

                           (E) upon a Redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary, the lesser of (1) the
                  Fair Market Value of the Company's proportionate interest in
                  such Subsidiary immediately following such Redesignation, and
                  (2) the aggregate amount of the Company's Investments in such
                  Subsidiary to the extent such Investments previously reduced
                  the Restricted Payments Basket and were not previously repaid
                  or otherwise reduced.

         (b) The foregoing provisions will not prohibit: (i) the payment by the
Company or any Restricted Subsidiary of any dividend within 60 days after the
date of declaration thereof, if on the date of declaration the payment would
have complied with the provisions of this Agreement; (ii) the redemption of any
Equity Interests of the Company or any Restricted Subsidiary in exchange for, or
out of the proceeds of the substantially concurrent issuance and sale of,
Qualified Equity Interests; (iii) the redemption of Subordinated Indebtedness of
the Company or any Restricted Subsidiary (A) in exchange for, or out of the
proceeds of the substantially concurrent issuance and sale of Qualified Equity
Interests or (B) in exchange for, or out of the proceeds of the substantially
concurrent incurrence of, Refinancing Indebtedness permitted to be incurred
under Section 4.09 hereof and other terms of this Agreement; (iv) repurchases of
Equity Interests deemed to occur upon the exercise of stock options if the
Equity Interests represent a portion of the exercise price thereof; (v) the
issuance or grant of shares, equity interests, options or warrants, stock
appreciation rights or units, or other similar payments issued or granted
pursuant to employee incentive plans approved by the Board of Directors,
including a majority of the Independent Directors, of the Company; (vi) the
payment by the Company of dividends on its Capital Stock accruing after the
Issue Date, in an aggregate amount not to exceed $13 million in any fiscal year;
(vii) the payment by the Company of dividends on its Capital Stock accrued for
periods prior to the Issue Date, so long as (A) the aggregate amount of such
dividends in arrears shall not exceed (1) $19.6 million paid in the aggregate
after the Issue Date or (2) the ECF Carry Forward Amount, if any, then in
existence; provided, however, that in the case of any Restricted Payment
pursuant to clause (i), (iii), (vi) or (vii) above, no Default shall have
occurred and be continuing or occur as a consequence thereof.

         Notwithstanding anything to the contrary in the Indenture, on and after
the Issue Date, the Company will not, and the Company will not permit any
Subsidiary to, in one or a series of related transactions, directly or
indirectly, (1) make any Investment in SAC Holding or a Person in which one or
more Designated Persons beneficially own in the aggregate more than 1% of the
Equity Interests of such Person, other than Exempted Designated Person
Transactions (provided that this clause (1) shall not prevent Investments by the
Company in any of its Subsidiaries or by any of its Subsidiaries in any of the
other Subsidiaries of the Company in accordance with the provisions of the
Indenture), or (2) forgive or waive the repayment or retirement or amend the
terms of any Investment in existence on, or after (in the case of an Exempted
Designated Person Transaction), the Issue Date in SAC Holding or any such Person
made by the Company or any Subsidiary that is required to be repaid or retired
by the terms of such Investment as in effect on, or after (in the case of any
Exempted Designated Person Transaction), the Issue Date (other than in
accordance with the terms thereof as in effect on the date the Investment is
made).

                                       47
<PAGE>

         The amount of all Restricted Payments shall be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment.

4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to: (a) pay dividends or make any other distributions on
or in respect of its Equity Interests; (b) make loans or advances or pay any
Indebtedness or other obligation owed to the Company or any other Restricted
Subsidiary; or (c) transfer any of its assets to the Company or any other
Restricted Subsidiary; except for:

                  (i) encumbrances or restrictions existing under or by reason
         of applicable law;

                  (ii) encumbrances or restrictions existing under this
         Agreement, the Notes and the Note Guarantees;

                  (iii) customary non-assignment provisions of any contract or
         any lease entered into in the ordinary course of business;

                  (iv) encumbrances or restrictions existing under agreements
         existing on the date of this Agreement (including, without limitation,
         the New Credit Agreement) as in effect on that date;

                  (v) restrictions on the transfer of assets subject to any Lien
         permitted under this Agreement imposed by the holder of such Lien;

                  (vi) restrictions on the transfer of assets imposed under any
         agreement to sell such assets permitted under this Agreement to any
         Person pending the closing of such sale;

                  (vii) any instrument governing Acquired Indebtedness, the
         incurrence of which was permitted under this Agreement, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                  (viii) any other agreement governing Indebtedness entered into
         after the Issue Date that contains encumbrances and restrictions that
         are not materially more restrictive with respect to any Restricted
         Subsidiary than those in effect on the Issue Date with respect to that
         Restricted Subsidiary pursuant to agreements in effect on the Issue
         Date;

                  (ix) customary provisions in partnership agreements, limited
         liability company organizational governance documents, Joint Venture
         agreements and other similar agreements entered into in the ordinary
         course of business that restrict the transfer of

                                       48
<PAGE>

         ownership interests in such partnership, limited liability company,
         Joint Venture or similar Person;

                  (x) Non-Recourse Purchase Money Indebtedness incurred in
         compliance with Section 4.09 hereof that imposes restrictions of the
         nature described in clause (c) above on the assets acquired;

                  (xi) Indebtedness arising from the guarantee of the Company or
         any Restricted Subsidiary of any Indebtedness of the Company, the
         incurrence of which was permitted under this Agreement; and

                  (xii) any encumbrances or restrictions imposed by any
         amendments or refinancings of the contracts, instruments or obligations
         referred to in clauses (i) through (x) above; provided, however, that
         such amendments or refinancings are, in the good faith judgment of the
         Company's Board of Directors, no more materially restrictive with
         respect to such encumbrances and restrictions than those prior to such
         amendment or refinancing.

4.09     Limitation on Additional Indebtedness.

         (a) The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness (including Acquired
Indebtedness); provided, however, that the Company or any Guarantor may incur
additional Indebtedness (including Acquired Indebtedness) if, after giving
effect thereto on the date of incurrence of such additional indebtedness, the
Consolidated Interest Coverage Ratio would be at least 2.25 to 1.00 (the
"Coverage Ratio Exception").

         (b) Notwithstanding clause (a) above, each of the following shall be
permitted ("Permitted Indebtedness"):

                  (i) Indebtedness of the Company and any Guarantor incurred
         under the New Credit Agreement and all other obligations in respect
         thereof in an aggregate amount at any time outstanding not to exceed
         $575.0 million, less mandatory permanent prepayments and permanent
         reductions made pursuant to Section 4.10 plus: (A) advances made
         pursuant to the New Credit Agreement to pay expenses of the lenders
         thereunder (including expenses accruing after the commencement of any
         Insolvency or Liquidation Proceeding (as defined in the New Credit
         Agreement), whether or not a claim for post-filing or post-petition
         expenses is allowed in such proceeding), (B) advances made to protect
         or preserve the "Collateral" under the New Credit Agreement and the
         Loan Documents (as defined in the New Credit Agreement), (C) advances
         made to pay interest (including interest accruing under Section 2.6(c)
         of the New Credit Agreement (or a comparable section, as applicable)
         and interest accruing after the commencement of any Insolvency or
         Liquidation Proceeding (as defined in the New Credit Agreement),
         whether or not a claim for post-filing or post-petition interest is
         allowed in such proceeding) and (D) advances made pursuant to the New
         Credit Agreement to pay fees under the New Credit Agreement (including
         fees accruing after the commencement of any Insolvency or

                                       49
<PAGE>

         Liquidation Proceeding (as defined in the New Credit Agreement),
         whether or not a claim for post-filing or post-petition fees are
         allowed in such proceeding);

                  (ii) the Notes issued on the Issue Date and the Note
         Guarantees;

                  (iii) Indebtedness of the Company and the Restricted
         Subsidiaries to the extent outstanding on the Issue Date, including,
         without limitation, Indebtedness of the Company under the Term Loan B
         Notes;

                  (iv) (A) Purchase Money Indebtedness and Capitalized Lease
         Obligations (other than Capitalized Leases of the type set forth in
         clause (B) of this Section 4.09(b)(iv)) incurred after the Issue Date
         in an aggregate amount not to exceed $40,000,000, and (B) Capitalized
         Leases, to the extent such Capitalized Leases arise out of the
         treatment of any of the Synthetic Leases (including any refinancings,
         in whole or in part, thereof) as Capitalized Leases in accordance with
         the requirements of GAAP or are entered into for the purpose of
         acquiring Vehicles for use in the operations of the business of the
         Company and the Guarantors in the ordinary course;

                  (v) Indebtedness under Hedging Obligations entered into in the
         ordinary course of business for bona fide hedging purposes and not for
         the purpose of speculation; provided, however, that with respect to
         Hedging Obligations related to interest rates (A) such Hedging
         Obligations relate to payment obligations on Indebtedness otherwise
         permitted to be incurred by this Agreement, and (B) the notional
         principal amount of such Hedging Obligations at the time incurred does
         not exceed the principal amount of the Indebtedness to which such
         Hedging Obligations relate;

                  (vi) Indebtedness of the Company owed to a Wholly-Owned
         Restricted Subsidiary and Indebtedness of any Guarantor owed to the
         Company or any Wholly-Owned Restricted Subsidiary; provided, however,
         that (A) with respect to Indebtedness of the Company, such Indebtedness
         shall be unsecured and contractually subordinated to the Company's
         obligations under the Notes; and (B) upon any such Wholly-Owned
         Restricted Subsidiary ceasing to be a Wholly-Owned Restricted
         Subsidiary or such Indebtedness being owed to any Person other than the
         Company or a Guarantor, the Company or such Guarantor, as applicable,
         shall be deemed to have incurred Indebtedness not permitted by this
         clause (vi);

                  (vii) Indebtedness in respect of bid, performance or surety
         bonds issued for the account of the Company or any Guarantor in the
         ordinary course of business, including guarantees or obligations of the
         Company or any Guarantor with respect to letters of credit supporting
         such bid, performance or surety obligations (in each case other than
         for an obligation for money borrowed);

                  (viii) Indebtedness with respect to letters of credit issued
         by a party other than a lender under the New Credit Agreement and
         secured by cash collateral in an aggregate amount not to exceed
         $3,000,000 at any time;

                  (ix) Indebtedness arising in connection with endorsement of
         instruments for deposit in the ordinary course of business;

                                       50
<PAGE>

                  (x) Refinancing Indebtedness with respect to Indebtedness
         incurred pursuant to the Coverage Ratio Exception, clauses (i), (ii),
         (iii) or (iv) above or this clause (x);

                  (xi) Indebtedness arising from Investments in PMSR, PM
         Preferred or any of its or their Affiliates owned by the Company or any
         of its Subsidiaries or SAC Holding under the Support Party Agreement;

                  (xii) Indebtedness arising from the guarantee by the Company
         or any Guarantor of any Indebtedness of the Company or a Guarantor
         permitted to be incurred pursuant to this Agreement; and

                  (xiii) Indebtedness, in addition to Indebtedness incurred
         pursuant to the foregoing clauses of this definition, with an aggregate
         principal face or stated amount (as applicable) at any time outstanding
         for all such Indebtedness incurred pursuant to this clause not in
         excess of $7.5 million.

         (c) For purposes of determining compliance with this Section 4.09, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through (xiii)
above or is entitled to be incurred pursuant to the Coverage Ratio Exception,
the Company shall, in its sole discretion, classify such item of Indebtedness
and may divide and classify such Indebtedness in more than one of the types of
Indebtedness described, except that Indebtedness incurred under the New Credit
Agreement on the Issue Date shall be deemed to have been incurred under clause
(i) above. Accrual of interest, accretion or amortization of original issue
discount or the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant; provided, however, in
each such case, that the amount thereof is included in fixed charges of the
Company as accrued.

4.10     Asset Sales.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless (i) no
Default exists or is continuing immediately prior to and after giving effect to
the Asset Sale, and (ii) the Company or such Restricted Subsidiary receives (A)
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets included in such Asset Sale, except that in the case of an
Asset Sale of any Sale Property or Surplus Property, the Company or such
Restricted Subsidiary must receive consideration at least equal to 80% of the
Appraised Value of the assets in such Asset Sale, (B) in the case of a lease of
assets that constitutes an Asset Sale, a lease providing for rents or other
consideration which are no less favorable to the Company or the Restricted
Subsidiary than the prevailing market conditions as determined in good faith by
a majority of the members of the Board of Directors and (C) in the case of an
Asset Sale of Collateral (other than Oxford Stock), at least 75% of the proceeds
from such Asset Sale in the form of cash or Cash Equivalents. If at any time any
non-cash consideration received by the Company or any Restricted Subsidiary of
the Company, as the case may be, in connection with any Asset Sale is repaid or
converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then the date of such
repayment, conversion or disposition shall be deemed to constitute the date of
an Asset Sale hereunder and, except as

                                       51
<PAGE>

provided in Section 3.08, the Net Available Proceeds thereof shall be applied in
accordance with this Section 4.10. If such Asset Sale is a sale of Collateral,
then the Net Available Proceeds shall be applied in accordance with Section 3.08
and any lien termination to be provided by the Collateral Agent in respect of
such Asset Sale shall be subject to the condition that all Net Available
Proceeds consisting of cash be remitted directly from the buyer or any escrow
agent to the Section 3.08(b) Account. If the Company or any Restricted
Subsidiary engages in an Asset Sale in respect of any asset that is not
Collateral or the proceeds or profits therefrom, except as provided in Section
3.08, the Company or such Restricted Subsidiary shall, no later than 360 days
following the consummation thereof, apply all or any of the Net Available
Proceeds therefrom to: (1) make payments under the New Credit Agreement or
redeem any other Senior Indebtedness; provided, however, that such payments or
redemption result in a permanent reduction in commitments thereunder; (2) repay
any Indebtedness which was secured by the assets sold in such Asset Sale; and/or
(3) invest all or any part of the Net Available Proceeds thereof in the purchase
of assets to be used by the Company or any Restricted Subsidiary in the
Permitted Business or the purchase of an entity engaged in a Permitted Business
that becomes a Restricted Subsidiary.

         (b) The amount of Net Available Proceeds not applied or invested as
provided in Section 3.08 or Section 4.10(a) will constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million,
the Company shall be required to make an offer to purchase Notes from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Company the incurrence of which was permitted under this
Agreement and the provisions of which require the Company to redeem such
Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an
aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

                  (i) the Company shall (A) make an offer to purchase Notes (a
         "Net Proceeds Offer") to all Holders in accordance with the procedures
         set forth in this Agreement, and (B) redeem (or make an offer to do so)
         any such other Pari Passu Indebtedness, in an amount equal to the
         maximum principal amount of Notes and Pari Passu Indebtedness that may
         be redeemed out of the amount (the "Payment Amount") of such Excess
         Proceeds;

                  (ii) the offer price for the Notes shall be payable in cash in
         an amount equal to 100% of the principal amount of the Notes tendered
         pursuant to a Net Proceeds Offer, plus accrued and unpaid interest
         thereon, if any, to the date such Net Proceeds Offer is consummated
         (the "Offered Price"), in accordance with the procedures set forth in
         this Agreement and the redemption price for such Pari Passu
         Indebtedness (the "Pari Passu Indebtedness Price") shall be as set
         forth in the related documentation governing such Indebtedness;

                  (iii) if the aggregate (a) Offered Price of Notes validly
         tendered and not withdrawn by Holders thereof and (b) principal amount
         of Pari Passu Indebtedness required to be redeemed exceeds the Payment
         Amount, Notes to be purchased and Pari Passu Indebtedness to be
         redeemed will be selected on a pro rata basis; and

                                       52
<PAGE>

                  (iv) upon completion of such Net Proceeds Offer in accordance
         with the foregoing provisions, the amount of Excess Proceeds with
         respect to which such Net Proceeds Offer was made shall be deemed to be
         zero.

         (c) To the extent that the sum of the aggregate Offered Price of Notes
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Company may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes or any other purpose permitted
under this Agreement.

         The Company shall comply with applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with Section 4.10 hereof, the Company shall comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 4.10 hereof by virtue of such compliance.

         (d) Notwithstanding anything to the contrary in the Indenture, on and
after the Issue Date, the Company will not, and will not permit any Subsidiary
to, in one or a series of related transactions, directly or indirectly, (1)
engage in any Asset Sale to SAC Holding or a Person in which one or more
Designated Persons beneficially own in the aggregate more than 1% of the Equity
Interests of such Person (provided that this clause (1) shall not prevent
transactions between or among the Company and any of its Subsidiaries in
accordance with the provisions of the Indenture), or (2) engage in any
transaction which involves the sale, transfer, assignment or other disposition
by SAC Holding or a Person in which one or more Designated Persons beneficially
own in the aggregate more than 1% of the Equity Interests of such Person of
property, rights or assets (including by merger or consolidation in the case of
a Subsidiary and including any sale or other transfer or issuance of any Equity
Interests of a Subsidiary) to the Company or any Subsidiary, other than in each
case Exempted Designated Person Transactions.

4.11     Transactions with Affiliates and Designated Persons.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), or any series or related Affiliate
Transactions, other than Exempted Affiliate Transactions, unless:

                  (i) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction at such
         time on an arm's-length basis by the Company or that Restricted
         Subsidiary from a Person that is not an Affiliate of the Company or
         that Restricted Subsidiary; and

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<PAGE>

                  (ii) the Company delivers to the Trustee an Officer's
         Certificate certifying that such Affiliate Transaction complies with
         clause (i) above and a Secretary's Certificate which sets forth and
         authenticates a resolution that has been adopted by the Independent
         Directors approving such Affiliate Transaction.

         (b) The foregoing restrictions shall not apply to: (i) transactions
exclusively between or among (A) the Company and one or more Restricted
Subsidiaries that are Guarantors or (B) a Restricted Subsidiary and one or more
Restricted Subsidiaries that are Guarantors; provided, however, in each case,
that no Affiliate of the Company (other than another Restricted Subsidiary) owns
Equity Interests of any such Restricted Subsidiary; (ii) reasonable director,
officer and employee compensation (including bonuses) and other benefits
(including retirement, health, stock option and other benefit plans) and
indemnification arrangements provided on behalf of such directors, officers and
employees; (iii) the entering into of a tax sharing agreement, or payments
pursuant thereto, between the Company and/or one or more Subsidiaries, on the
one hand, and any other Person with which the Company or such Subsidiaries are
required or permitted to file a consolidated tax return or with which the
Company or such Subsidiaries are part of a consolidated group for tax purposes,
on the other hand, which payments by the Company and the Restricted Subsidiaries
are not in excess of the tax liabilities that would have been payable by them on
a stand-alone basis; (iv) loans and advances to employees of the Company and the
Restricted Subsidiaries in respect of commissions, business expenses, travel and
relocation and other similar expenses in the ordinary course of business; and
(v) any transaction with an Affiliate where the only consideration paid by the
Company or any Restricted Subsidiary is Qualified Equity Interests.

         (c) Notwithstanding anything to the contrary in the Indenture, on and
after the Issue Date, the Company will not, and the Company will not permit any
Subsidiary to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make any contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, SAC Holding (irrespective of whether SAC Holding is an
Affiliate of one or more Designated Persons) or any Affiliate of SAC Holdings or
any Person in which one or more Designated Persons beneficially own in the
aggregate more than 1% of the Equity Interests of such Person, other than
Exempted Designated Person Transactions (provided that this paragraph shall not
prevent transactions between or among the Company and any of its Subsidiaries in
accordance with the provisions of the Indenture).

4.12     Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or permit or suffer to exist
(a) any Lien of any nature whatsoever against (other than Permitted Liens) any
Collateral; or (b) any Lien of any nature whatsoever (other than Permitted
Liens) against any other assets of the Company or any Restricted Subsidiary
(including Equity Interests of a Restricted Subsidiary), whether owned at the
Issue Date or thereafter acquired, or any proceeds therefrom, which Lien secures
Indebtedness, unless contemporaneously therewith: (i) in the case of any Lien
securing an obligation that ranks pari passu with the Notes or a Note Guarantee,
effective provision is made to secure the Notes or such Note Guarantee, as the
case may be, at least equally and ratably with or prior to such obligation with
a Lien on the same collateral; and (ii) in the case of any Lien securing an
obligation that is subordinated in right of payment to the Notes or a Note
Guarantee, effective

                                       54
<PAGE>

provision is made to secure the Notes or such Note Guarantee, as the case may
be, with a Lien on the same collateral that is prior to the Lien securing such
subordinated obligation, in each case, for so long as such obligation is secured
by such Lien.

4.13     Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than a Permitted Business.

4.14     Corporate Existence.

         (a) Subject to Article V hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) its rights (charter and statutory), licenses and franchises
and those of its Subsidiaries material to its and its Subsidiaries' business;
provided that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Subsidiaries if the Board of Directors of the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and that the loss thereof
is not adverse in any material respect to the Holders of the Notes.

         (b) The Company shall do or cause to be done all things necessary to
ensure that the Dormant Subsidiaries (a) shall remain inactive, (b) shall not
engage in any business activities (other than winding up or dissolution), (c)
shall not have assets with an aggregate fair market value in excess of $100,000,
and (d) shall not have any annual operating expenditures or other liabilities.

         (c) The Company represents that INW is the subject of an Insolvency
Proceeding (as defined in the New Credit Agreement) as of the Issue Date.

4.15     Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of any Change of Control, each Holder will have
the right to require that the Company purchase that Holder's Notes for a cash
price (the "Change of Control Purchase Price") equal to 101% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest thereon,
if any, to the date of purchase. Within 30 days following any Change of Control,
the Company shall mail, or cause to be mailed, to the Holders a notice:

                  (i) describing the transaction or transactions that constitute
         the Change of Control,

                  (ii) offering to purchase, pursuant to the procedures of this
         Agreement and described in the notice (a "Change of Control Offer"), on
         a date specified in the notice (which shall be a Business Day not
         earlier than 30 days nor later than 60 days from the date the notice is
         mailed) (the "Change of Control Payment Date") and for the Change of

                                       55
<PAGE>

         Control Purchase Price, all Notes properly tendered by such Holder
         pursuant to such Change of Control Offer; and

                  (iii) describing the procedures that Holders must follow to
         accept the Change of Control Offer. The Change of Control Offer is
         required to remain open for at least 20 Business Days or for such
         longer period as is required by law.

         The provisions of this Section 4.15 require the Company to make a
Change of Control Offer following a Change of Control and shall be applicable
regardless of whether any other provisions of this Agreement are applicable. The
Company may, at any time and from time to time, acquire Notes by means other
than a redemption, whether pursuant to an issuer tender offer, open market
purchase or otherwise, so long as the acquisition does not otherwise violate the
terms of this Article IV. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes in connection with a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.15, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.15 by virtue of such compliance.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (A) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (B) deposit with the Paying
Agent an amount equal to the Change of Control Purchase Price in respect of all
Notes or portions thereof so tendered and (C) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officer's Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to each Holder of
Notes so tendered payment in an amount equal to the purchase price for the
Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered by such Holder, if any;
provided, however, that each such new Note shall be in a principal amount of $1
or an integral multiple thereof. The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and all other provisions of this Agreement applicable to a Change
of Control Offer made by the Company and purchases all Notes validly tendered
and not withdrawn under such Change of Control Offer. In addition, the Company
shall not be required to make a Change of Control Offer, as provided under this
Section 4.15, if, in connection with or in contemplation of any Change of
Control, the Company has made an offer to purchase (an "Alternate Offer") any
and all Notes validly tendered at a cash price equal to or higher than the
Change of Control Purchase Price and has purchased all Notes properly tendered
in accordance with the terms of such Alternate Offer; provided, however, that
the terms and conditions of such contemplated Change of Control are described in
reasonable detail to the Holders in the notice delivered in connection with such
Change of Control Offer.

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<PAGE>

4.16     Designation of Unrestricted Subsidiaries.

         (a) The Company may designate any Subsidiary of the Company as an
Unrestricted Subsidiary under this Agreement (a "Designation") only if:

                  (i) no Default shall have occurred and be continuing at the
         time of or after giving effect to such Designation; and

                  (ii) the Company would be permitted to make, at the time of
         such Designation, (A) a Permitted Investment pursuant to clause (20) of
         the definition of Permitted Investment or (B) an Investment pursuant to
         Section 4.07(a) hereof, in either case, in an amount (the "Designation
         Amount") equal to the Fair Market Value of the Company's proportionate
         interest in such Subsidiary on such date.

         (b) No Subsidiary shall be Designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

                  (i) has no Indebtedness other than Non-Recourse Debt;

                  (ii) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary unless the
         terms of the agreement, contract, arrangement or understanding are no
         less favorable to the Company or the Restricted Subsidiary than those
         that might be obtained at the time from Persons who are not Affiliates;

                  (iii) is a Person with respect to which neither the Company
         nor any Restricted Subsidiary has any direct or indirect obligation (A)
         to subscribe for additional Equity Interests or (B) to maintain or
         preserve the Person's financial condition or to cause the Person to
         achieve any specified levels of operating results; and

                  (iv) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any
         Restricted Subsidiary, except for any guarantee given solely to support
         the pledge by the Company or any Restricted Subsidiary of the Equity
         Interests of such Unrestricted Subsidiary, which guarantee is not
         recourse to the Company or any Restricted Subsidiary, and except to the
         extent the amount thereof constitutes a Restricted Payment permitted
         under Section 4.07 hereof.

         (c) If, at any time, any Unrestricted Subsidiary fails to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Agreement and any
Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary as of the date and, if the
Indebtedness is not permitted to be incurred under Section 4.09 hereof or the
Lien is not permitted under Section 4.12 hereof, the Company shall be in default
of the applicable covenant.

         (d) The Company may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:

                                       57
<PAGE>

                  (i) no Default shall have occurred and be continuing at the
         time of and after giving effect to such Redesignation; and

                  (ii) all Liens, Indebtedness and Investments of such
         Unrestricted Subsidiary outstanding immediately following such
         Redesignation would, if incurred or made at such time, have been
         permitted to be incurred or made for all purposes of this Agreement.
         All Designations and Redesignations must be evidenced by resolutions of
         the Board of Directors of the Company, delivered to the Trustee
         certifying compliance with the foregoing provisions.

4.17     Limitation on Issuance or Sale of Equity Interests of Restricted
Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, sell or issue any shares of Equity Interests of any
Restricted Subsidiary except (a) to the Company, a Restricted Subsidiary or the
minority stockholders of any Restricted Subsidiary, if any, on a pro rata basis,
at Fair Market Value, or (b) to the extent such shares represent directors'
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Wholly-Owned Restricted Subsidiary. The sale of all
the Equity Interests of any Restricted Subsidiary is permitted by this Section
4.17 but is subject to Section 4.10 hereof.

4.18     Additional Note Guarantees.

         If, after the Issue Date, (i) the Company or any Restricted Subsidiary
shall acquire or create another Subsidiary (other than a Subsidiary that has
been designated an Unrestricted Subsidiary) or (ii) any Unrestricted Subsidiary
is redesignated a Restricted Subsidiary, then, in each such case, the Company
shall cause such Restricted Subsidiary to: (A) execute and deliver to the
Trustee (1) a supplemental indenture substantially in the form of Exhibit C
hereto and (2) a notation of guarantee in respect of its Note Guarantee
substantially in the form of Exhibit B hereto; and (B) deliver to the Trustee an
Opinion of Counsel to the effect that each of such supplemental indenture and
notation of guarantee (1) has been duly authorized, executed and delivered by
such Restricted Subsidiary and (2) constitutes a valid and legally binding
obligation of such Restricted Subsidiary in accordance with its terms, in which
case the Trustee is authorized and directed to execute and deliver such
Supplemental Indenture.

4.19     Limitations on Sale and Leaseback Transactions.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into any Sale and Leaseback Transaction; provided,
however, that the Company or any Restricted Subsidiary may enter into a Sale and
Leaseback Transaction if:

                  (a) the Company or such Restricted Subsidiary could have (i)
         incurred the Indebtedness attributable to such Sale and Leaseback
         Transaction pursuant to Section 4.09 hereof and (ii) incurred a Lien to
         secure such Indebtedness without being required to equally and ratably
         secure the Notes pursuant to Section 4.12 hereof;

                                       58
<PAGE>


                  (b) the gross cash proceeds of such Sale and Leaseback
         Transaction are at least equal to the Fair Market Value of the asset
         that is the subject of such Sale and Leaseback Transaction; and

                  (c) the transfer of assets in such Sale and Leaseback
         Transaction is permitted by, and the Company or the applicable
         Restricted Subsidiary applies the proceeds of such transaction in
         accordance with Section 3.08 or Section 4.10 hereof, as applicable.

4.20     Payments for Consent.

         The Company and the Guarantors shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Agreement, the Notes or the Security Documents unless that consideration
is offered to be paid and is paid to all Holders of the Notes that consent,
waiver or agree to amend in the time frame described in the solicitation
documents relating to that consent, waiver or agreement, as applicable.

                                   ARTICLE V

                                   SUCCESSORS

5.01     Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, in a single transaction
or a series of related transactions, (a) consolidate or merge with or into
(other than a merger with a Wholly-Owned Restricted Subsidiary solely for the
purpose of changing the Company's jurisdiction of incorporation to another State
of the United States), or sell, lease, transfer, convey or otherwise dispose of
or assign all or substantially all of the assets of the Company or the Company
and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of
Liquidation unless, in either case;

                  (i) either:

                          (1) the Company will be the surviving or continuing
                  Person; or

                          (2) the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "Successor") is a corporation
                  organized and existing under the laws of any State of the
                  United States of America or the District of Columbia, and the
                  Successor expressly assumes, by supplemental indenture, all of
                  the obligations of the Company under the Notes, this Agreement
                  and the Security Documents;

                  (ii) immediately prior to and immediately after giving effect
         to such transaction and the assumption of the obligations as set forth
         in clause (i)(2) above and

                                       59
<PAGE>

         the incurrence of any Indebtedness to be incurred in connection
         therewith, no Default shall have occurred and be continuing; and

                  (iii) immediately after and giving effect to such transaction
         and the assumption of the obligations set forth in clause (i)(2) above
         and the incurrence of any Indebtedness to be incurred in connection
         therewith, and the use of any net proceeds therefrom on a pro forma
         basis, (1) the Consolidated Net Worth of the Company or the Successor,
         as the case may be, would be at least equal to the Consolidated Net
         Worth of the Company immediately prior to such transaction and (2) the
         Company or the Successor, as the case may be, could incur $1.00 of
         additional Indebtedness pursuant to the Coverage Ratio Exception.

         For purposes of this Section 5.01, any Indebtedness of the Successor
which was not Indebtedness of the Company immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction.

         Except as provided in Sections 10.04 and 10.05 hereof, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Company, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company.

         Notwithstanding the foregoing, any Restricted Subsidiary may merge into
the Company or a Wholly-Owned Restricted Subsidiary.

5.02     Successor Corporation Substituted.

         Upon any consolidation or merger of the Company or a Guarantor, or any
conveyance, lease or transfer of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, in which the Company or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee,
the surviving entity formed by such consolidation or into which the Company or
such Guarantor is merged or to which the conveyance, lease or transfer is made
will succeed to, and be substituted for, and may exercise every right and power
of, the Company or such Guarantor under this Agreement, the Notes, the Note
Guarantees and the Security Documents with the same effect as if such surviving
entity had been named therein as the Company or such Guarantor and, except in
the case of a conveyance, transfer or lease, the Company or such Guarantor, as
the case may be, will be released from the obligation to pay the principal of
and interest on the Notes or in respect of its Note Guarantee, as the case may
be, and all of the Company's or such Guarantor's other obligations and covenants
under the Notes, this Agreement, its Note Guarantee and the Security Documents,
if applicable; provided, however, that the surviving entity shall have assumed
all of the obligations of the acquired Person incurred under this Agreement, the
Notes, the Note Guarantees and the Security Documents as provided in Section
5.01.

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<PAGE>

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

6.01     Events of Default.

         Each of the following is an "Event of Default":

                  (a) failure by the Company to pay interest on any of the Notes
         when it becomes due and payable and the continuance of any such failure
         for 30 days;

                  (b) failure by the Company to pay the principal of any of the
         Notes when it becomes due and payable, whether at stated maturity, upon
         redemption, upon purchase, upon acceleration or otherwise;

                  (c) failure by the Company to comply with any of its
         agreements or covenants described under Sections 3.08, 4.07, 4.09,
         4.10, 4.15 and 5.01 hereof;

                  (d) failure by the Company to comply with any other agreement
         or covenant in this Agreement or the Security Documents and continuance
         of this failure for 30 days after notice of the failure has been given
         to the Company by the Trustee or by the Holders of at least 25% of the
         aggregate principal amount of the Notes then outstanding;

                  (e) default under any mortgage, indenture or other instrument
         or agreement under which there may be issued or by which there may be
         secured or evidenced Indebtedness of the Company or any Restricted
         Subsidiary, whether such Indebtedness now exists or is incurred after
         the Issue Date, which default:

                  (i) is caused by a failure to pay when due principal on such
         Indebtedness within the applicable express grace period,

                  (ii) results in the acceleration of such Indebtedness prior to
         its express final maturity or

                  (iii) results in the commencement of judicial proceedings to
         foreclose upon, or to exercise remedies under applicable law or
         applicable security documents to take ownership of, the assets securing
         such Indebtedness, and

          in each case, the principal amount of such Indebtedness, together with
          any other Indebtedness with respect to which an event described in
          clause (i), (ii) or (iii) has occurred and is continuing, aggregates
          $10 million or more;

                  (f) one or more judgments or orders that exceed $10 million in
         the aggregate (net of amounts covered by insurance or bonded) for the
         payment of money have been entered by a court or courts of competent
         jurisdiction against the Company or any Restricted Subsidiary and such
         judgment or judgments have not been satisfied, stayed, annulled or
         rescinded within 60 days of being entered;

                                       61
<PAGE>

                  (g) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
         in an involuntary case,

                  (iii) consents to the appointment of a Custodian of it or for
         all or substantially all of its assets,

                  (iv) makes a general assignment for the benefit of its
         creditors, or

                  (v) generally is not paying its debts as they become due;

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                  (i) is for relief against the Company or any Significant
         Subsidiary as debtor in an involuntary case,

                  (ii) appoints a Custodian of the Company or any Significant
         Subsidiary or a Custodian for all or substantially all of the assets of
         the Company or any Significant Subsidiary, or

                  (iii) orders the liquidation of the Company or any Significant
         Subsidiary;

                  and the order or decree remains unstayed and in effect for 60
         days;

                  (i) any Note Guarantee of any Significant Subsidiary ceases to
         be in full force and effect (other than in accordance with the terms of
         such Note Guarantee and this Agreement) or is declared null and void
         and unenforceable or found to be invalid or any Guarantor denies its
         liability under its Note Guarantee (other than by reason of release of
         a Guarantor from its Note Guarantee in accordance with the terms of
         this Agreement and the Note Guarantee); or

                  (j) an "Event of Default" occurs and is continuing under any
         of the Security Documents or the Company or any Guarantor repudiates
         any of its obligations under any of the Security Documents, or any of
         the Security Documents become unenforceable against any of them for any
         reason which continues for 30 days after written notice from the
         Trustee or holders of at least 25% in outstanding principal amount of
         Notes or the loss of the perfection or priority of the Liens granted by
         any of them pursuant to the Security Documents occurs for any reason.

6.02     Acceleration.

         (a) If an Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company) shall have
occurred and be continuing, the Trustee, by written notice to the Company, or
the Holders of at least 25% in aggregate

                                       62
<PAGE>

principal amount of the Notes then outstanding, by written notice to the Company
and the Trustee, may declare all amounts owing under the Notes to be due and
payable immediately. Upon such declaration of acceleration, the aggregate
principal of and accrued and unpaid interest on the outstanding Notes shall
immediately become due and payable; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of such outstanding Notes may
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Agreement. If an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, all outstanding
Notes shall become due and be immediately payable without any further action or
notice.

         (b) If an Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Agreement or in the Notes to the contrary notwithstanding.

6.03     Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and interest
on the Notes or to enforce the performance of any provision of the Notes or this
Agreement.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

6.04     Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, or premium or interest on, the Notes (including in
connection with an offer to purchase) (provided that the Holders of a majority
in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Agreement; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

6.05     Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the

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Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Agreement
that the Trustee determines may be unduly prejudicial to the rights of other
Holders of Notes or that may involve the Trustee in personal liability.

6.06     Limitation on Suits.

         A Holder of a Note may institute a proceeding with respect to this
Agreement or for any remedy hereunder only if:

                  (a) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default;

                  (b) the Holders of at least 25% in aggregate principal amount
         of the then outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (c) such Holder of a Note or Holders of Notes offer and, if
         requested, provide to the Trustee indemnity satisfactory to the Trustee
         against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request; and

                  (e) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.

         A Holder of a Note may not use this Agreement to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

         However, the limitations set forth in this Section 6.06 do not apply to
a suit instituted by a Holder of any Note for enforcement of payment of the
principal of or interest on such Note on or after the due date therefor (after
giving effect to the grace period specified in Section 6.01(a) hereof).

6.07     Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Agreement, the right of any
Holder of a Note to receive payment of principal, premium and interest on the
Note on or after the respective due dates expressed in the Note (including in
connection with an offer to purchase), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

6.08     Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company and the Guarantors for the
whole amount of principal of, premium and interest remaining unpaid on the Notes
and interest on overdue principal and, to the extent

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<PAGE>

lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

6.09     Trustee May File Proofs of Claim.

         The Trustee is authorized to file (and the Collateral Agent, upon
instruction of the Trustee, shall join in such filing or separately file) such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee and
the Collateral Agent and their respective agents and counsel) and the Holders of
the Notes allowed in any judicial proceedings relative to the Company or the
Guarantors (or any other obligor upon the Notes), any of their respective
creditors or any of their respective property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and the Collateral Agent and their respective agents and counsel, and any other
amounts due the Trustee and the Collateral Agent under this Indenture and the
Security Documents, including under Sections 7.07 and 11.06 hereof. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee and the Collateral Agent and their respective agents and
counsel, and any other amounts due the Trustee and the Collateral Agent under
this Indenture and the Security Documents, including Sections 7.07 and 11.06
hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee or the Collateral Agent to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee or the Collateral Agent to
vote in respect of the claim of any Holder in any such proceeding.

6.10     Priorities.

         Any money or other property collected by the Trustee pursuant to this
Article VI shall be paid in the following order:

                  First: to the Trustee (including any predecessor Trustee) and
         the Collateral Agent (including any predecessor Collateral Agent), and
         their respective agents and attorneys for amounts due under Sections
         7.07 and 11.06 hereof, including payment of all compensation, expense
         and liabilities incurred, and all advances made, by the Trustee and the
         Collateral Agent and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and interest, ratably, without preference
         or priority of any kind,

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<PAGE>

         according to the amounts due and payable on the Notes for principal,
         premium and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

6.11     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Agreement or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee or a suit by a Holder
of a Note pursuant to Section 6.07 hereof.

6.12     Actions of a Holder.

         For the purpose of providing any consent, waiver or instruction to the
Company or the Trustee, a "Holder" or "Noteholder" shall include a Person who
provides to the Company or the Trustee, as the case may be, an affidavit of
beneficial ownership of a Note together with a satisfactory indemnity against
any loss, liability or expense to such party to the extent that it acts upon
such affidavit of beneficial ownership (including any consent, waiver or
instructions given by a Person providing such affidavit and indemnity).

                                  ARTICLE VII

                                    TRUSTEE

7.01     Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Agreement and the Trustee need perform
         only those duties that are specifically set forth in this Agreement and
         no others, and no implied covenants or obligations shall be read into
         this Agreement against the Trustee; and

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<PAGE>

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Agreement, but need not confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph (c) does not limit the effect of paragraphs
         (b) or (d) of this Section 7.01;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d) No provision of this Agreement shall require the Trustee to expend
or risk its own funds or incur any or risk liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Agreement at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

         (e) Whether or not therein expressly so provided, every provision of
this Agreement that in any way relates to the Trustee is subject to Sections
7.01(a), (b), (c) and (d).

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

7.02     Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes, suffers or omits to take in good faith in
reliance on such Officer's Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection (which may include counsel to the Company)
and the advice of such counsel or any Opinion of Counsel shall be full and

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<PAGE>

complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

         (c) The Trustee may act through attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

         (d) The Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Agreement.

         (e) Unless otherwise specifically provided in this Agreement, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it sees fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company or the Guarantors, personally or by
agent or attorney, and shall incur no liability of any kind by reason of such
inquiry or investigation.

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of such Default or Event of Default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Notes and this Agreement.

         (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each Agent, Depositary Custodian and other Person employed to act
hereunder.

         (j) The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officer's Certificate may be signed by any Person authorized to sign an
Officer's Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.

         (k) The permissive right of the Trustee to take any action under this
Agreement shall not be construed as a duty to so act.

7.03     Individual Rights of Trustee.

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<PAGE>

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. The Trustee shall comply with Section 310(b) of the TIA. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

7.04     Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Agreement, the Notes or the Note Guarantees,
it shall not be accountable for the Company's use of the proceeds from the Notes
or any money paid to the Company or upon the Company's direction under any
provision of this Agreement, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the issuance or
sale of the Notes or pursuant to this Agreement other than its certificate of
authentication.

         The Trustee makes no representations as to the value, condition or
adequacy of the Collateral or any part thereof, or as to the title of the
Company or any Guarantor thereto or as to the security afforded or intended to
be afforded thereby or hereby, or as to the validity or genuineness of any
securities at any time pledged and deposited with the Trustee hereunder, or as
to the validity, attachment, perfection, priority or enforceability of the Liens
in any of the Collateral created or intended to be created by this Indenture or
any Security Document. The Trustee shall have no responsibility to make or to
see to the making of any recording, filing or registration of any instrument or
notice (including any financing or continuation statement or any tax or
securities form) (or any rerecording, refiling or reregistration of any thereof)
at any time in any public office or elsewhere for the purpose of perfecting,
maintaining the perfection of or otherwise making effective the Lien of this
Indenture or any Security Document or for any other purpose, and shall have no
responsibility for insuring the Collateral or for paying any taxes, charges or
assessments on or relating to the Collateral or for otherwise maintaining the
Collateral, including, but not limited to, compliance with Environmental Laws,
the investigation or remediation of Hazardous Materials, or any other
environmental matter affecting the Company, any Guarantor or the Collateral or
any part thereof.

         The Trustee shall have no duty as to any Collateral in its possession
or control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights against prior parties or any other
rights pertaining thereto.

         Except as required in connection with fulfilling its obligations
pursuant to Section 7.05 and Section 7.06 hereof, the Trustee shall have no duty
to ascertain or inquire as to the performance or observance of any of the terms
of this Indenture or any Collateral Document by the Company, any Guarantor or
any other Person that is a party thereto or bound thereby.

7.05     Notice of Defaults.

         If a Default occurs and is continuing and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default within 90 days after it occurs. Except in the case of a
Default (a) in payment of principal of, premium, if any, or

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<PAGE>

interest on any Note or (b) in compliance with Section 5.01 hereof, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

7.06     Reports by Trustee to Holders of the Notes.

         Within 60 days after each September 1 beginning with the September 1
following the date of this Agreement, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(1) and Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange or of any delisting thereof.

7.07     Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Agreement and services hereunder as the
Company and the Trustee shall agree to in writing from time to time. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services, including
reimbursement for any payments made by the Trustee to the Collateral Agent for
any fees, expenses, indemnities or other amounts owed to the Collateral Agent by
the Company or any Guarantor under this Indenture, the Security Documents or the
Restated SAC Notes Escrow Agreement. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee and any predecessor Trustee and
their employees, officers, directors and agents against any and all losses,
liabilities or expenses incurred by it or them arising out of or in connection
with the acceptance or administration of its duties under this Agreement,
including the costs and expenses of enforcing this Agreement (including this
Section 7.07) and the Notes against the Company and this Agreement, the Notes
and the Note Guarantees against the Guarantors and defending itself against any
claim (whether asserted by the Company, any Guarantor or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its gross negligence or willful misconduct. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable

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<PAGE>

fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which shall not be unreasonably withheld.

         In addition to the foregoing, to the extent resulting from or in
connection with the execution, delivery, enforcement, performance, or
administration of this Indenture or any Security Document, and except to the
extent arising from the gross negligence or willful misconduct of the Trustee,
the Company shall defend, indemnify, and hold harmless the Trustee and any
predecessor Trustee and their employees, officers, directors and agents from and
against any claims, demands, penalties, fines, liabilities, settlements,
damages, costs, or expenses of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way related to, (w) the
presence, disposal, release, or threatened release of any Hazardous Materials
which are on, from, or affecting soil, water, vegetation, buildings, personal
property, persons, animals, or otherwise; (x) any personal injury (including
wrongful death), property damage (real or personal) or natural resource damage
arising out of or related to such Hazardous Materials; (y) any third party claim
brought or threatened, settlement reached, or government order, or any policies
or requirements of the Trustee, which are based upon or in any way related to
such Hazardous Materials including, without limitation, attorney and consultant
fees and expenses, investigation and laboratory fees, court costs, and
litigation expenses, and (z) any violations of Environmental Laws.

         For purposes of this Section 7.07 and Section 7.04 hereof:

         "Hazardous Materials" means, without limit, any pollutant, contaminant
or hazardous, toxic, medical, biohazardous, or dangerous waste, substance,
constituent or material, defined or regulated as such in, or for the purpose of,
any applicable Environmental Law, including, without limitation, any asbestos,
any petroleum, oil (including crude oil or any fraction thereof), any
radioactive substance, any polychlorinated biphenyls, any toxin, chemical,
disease-causing agent or pathogen, and any other substance that gives rise to
liability under any applicable Environmental Law; and

         "Environmental Law" means the Comprehensive Environmental Response,
Compensation and Liability Act, as amended ("CERCLA"), the Resource Conservation
and Recovery Act of 1976, as amended, and any other applicable federal, state,
local, or foreign statute, rule, regulation, order, judgment, directive, decree,
permit, license or common law as in effect now, previously, or at any time
during the term of this Indenture, and regulating, relating to, or imposing
liability or standards of conduct concerning air emissions, water discharges,
noise emissions, the release or threatened release or discharge of any Hazardous
Material into the environment, the use, manufacture, production, refinement,
generation, handling, treatment, storage, transport or disposal of any Hazardous
Material or otherwise concerning pollution or the protection of the outdoor or
indoor environment, or human health or safety in relation to exposure to
Hazardous Materials.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge or termination of this Agreement.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that

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<PAGE>

held in trust to pay principal and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge or termination of this Agreement.

         In addition to and without prejudice to its rights hereunder, when the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.

7.08     Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

                  (a) the Trustee fails to comply with Section 7.10 hereof;

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c) a Custodian or public officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Agreement. The successor Trustee shall mail a notice of its
succession to

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<PAGE>

Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

         If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of
resignation or removal, the resigning or removed Trustee, as the case may be,
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Notes.

7.09     Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another Person, the
successor Person without any further act shall be the successor Trustee.

7.10     Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a Person
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

         This Agreement shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

7.11     Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

7.12     Co-trustees and Separate Trustees.

         At any time or times, for the purpose of meeting the legal requirements
of any jurisdiction in which any of the Collateral may at the time be located,
the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least a majority in principal
amount of the Notes then Outstanding, the Company shall for such purpose join
with the Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee and,
if no Event of Default shall have occurred and be continuing, by the Company
either to act as co-trustee, jointly with the Trustee, of all or any part of the
Collateral, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons, in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of
this Section. If the Company does not join in such appointment within fifteen
(15) days after the receipt by it of

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<PAGE>

a request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such appointment.

         Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

         (a) the Notes shall be authenticated and delivered, and all rights,
powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;

         (b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed either by the
Trustee or by the Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

         (c) the Company and the Trustee, at any time by an instrument in
writing, executed by them jointly, may accept the resignation of or remove any
such separate trustee or co-trustee, and in that case, by an instrument in
writing executed with the Trustee jointly, may appoint a successor to such
separate trustee or co-trustee, as the case may be, anything herein contained to
the contrary notwithstanding. In the event that the Company shall not have
joined in the execution of any instrument within 10 days after the receipt of a
written request from the Trustee so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee shall have the power to accept the
resignation of or remove any such separate trustee or co-trustee and to appoint
a successor without the concurrence of the Company, the Company hereby
irrevocably appointing the Trustee its agent and attorney to act for it in such
connection in either of such contingencies;

         (d) neither the Trustee nor any co-trustee or separate trustee
hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder; and

         (e) any act of Holders delivered to the Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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8.01     Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at any time elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

8.02     Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors discharged with respect to the Note Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and the Note Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Agreement referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Agreement (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.05 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium and
interest on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article II and Section 4.02 hereof, (c) the
rights, powers, trusts, duties, indemnities, privileges and immunities of the
Trustee hereunder and the Company's and each Guarantor's obligations in
connection therewith and (d) this Article VIII. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

8.03     Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.03,
4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof and clause (iii) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,

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except as specified above, the remainder of this Agreement and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f), Section 6.01(i) and Section 6.01(j) hereof shall not
constitute Events of Default.

8.04     Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, U.S. legal tender, U.S.
         Government Obligations or a combination thereof, in such amounts as
         will be sufficient (without reinvestment) in the opinion of a
         nationally recognized firm of independent public accountants selected
         by the Company, to pay the principal of and interest on the Notes on
         the stated date for payment or on the redemption date of the principal
         or installment of principal of or interest on the Notes, and the
         Holders must have a valid, perfected, exclusive security interest in
         such trust;

                  (b) in the case of an election under Section 8.02 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (ii) since the date of this
         Agreement, there has been a change in the applicable U.S. federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, the Holders of the
         outstanding Notes will not recognize income, gain or loss for U.S.
         federal income tax purposes as a result of such Legal Defeasance and
         will be subject to U.S. federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         Legal Defeasance had not occurred;

                  (c) in the case of an election under Section 8.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         the Holders of the outstanding Notes will not recognize income, gain or
         loss for U.S. federal income tax purposes as a result of such Covenant
         Defeasance and will be subject to U.S. federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d) no Default shall have occurred and be continuing on the
         date of such deposit (other than a Default resulting from the borrowing
         of funds to be applied to such deposit and the grant of any Lien
         securing such borrowing);

                  (e) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Agreement, the New Credit Agreement, the Term Loan B Notes or any other
         material agreement or instrument to

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         which the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (f) the Company shall have delivered to the Trustee an
         Officer's Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company; and

                  (g) the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that the
         conditions provided for in, in the case of the Officer's Certificate,
         clauses (a), (b) and/or (c), (d), (e) and (f) and, in the case of the
         Opinion of Counsel, clauses (a) (with respect to the validity and
         perfection of the security interest), (b) and/or (c) and (e) of this
         Section 8.04 have been complied with.

8.05     Deposited Money and U.S. Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Agreement, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and interest, but such money
need not be segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

8.06     Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent

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with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

8.07     Reinstatement.

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or such cash or U.S.
Government Obligations are insufficient to pay the principal of and interest on
the Notes when due, then the Company's and the Guarantor's obligations under
this Agreement, the Notes and the Security Documents shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof; provided, however,
that, if the Company makes any payment of principal of, premium or interest on
any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

9.01     Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Agreement, the Company, the
Trustee and the Collateral Agent may amend or supplement this Agreement, the
Note Guarantees, the Security Documents or the Notes without the consent of any
Holder of a Note:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (c) to provide for the assumption of the Company's or any
         Guarantor's obligations to the Holders of the Notes in the case of a
         merger or acquisition by a successor to the Company or such Guarantor
         pursuant to Article V hereof;

                  (d) to make any change that does not materially adversely
         affect the legal rights hereunder of any Holder of the Notes;

                  (e) to enter into additional or supplemental Security
         Documents; or

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                  (f) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Agreement under the TIA.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee and/or the Collateral Agent, as
applicable, of the documents described in Section 7.02 hereof, the Trustee
and/or the Collateral Agent, as applicable, shall join with the Company and the
Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Agreement and to make any further appropriate
agreements and stipulations that may be therein contained, but neither the
Trustee nor the Collateral Agent shall be obligated to enter into such amended
or supplemental indenture that affects its own rights, duties, liabilities,
privileges, indemnities or immunities under this Agreement or otherwise.

9.02     With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the Trustee
and the Collateral Agent may amend or supplement this Agreement (including
Section 4.15 hereof), the Note Guarantees, the Security Documents and the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
(other than a Default in the payment of the principal of, premium or interest on
the Notes) under, or compliance with any provision of, this Agreement, the Note
Guarantees, the Security Documents or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Without the
consent of at least 75% in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), no waiver or amendment to this Agreement may
make any change in the provisions of Article XII hereof that adversely affects
the rights of any Holder of Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee and/or the Collateral Agent, as applicable, of the documents
described in Section 7.02 hereof, the Trustee and/or the Collateral Agent, as
applicable, shall join with the Company and the Guarantors in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's or Collateral Agent's own rights,
duties, liabilities, privileges, indemnities or immunities under this Agreement
or otherwise, in which case each of the Trustee and the Collateral Agent may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

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         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Agreement, the
Notes or the Security Documents. However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not (with respect
to any Notes held by a non-consenting Holder):

                  (a) change the maturity of any Note;

                  (b) reduce the amount, extend the due date or otherwise affect
         the terms of any scheduled payment of interest on or principal of the
         Notes;

                  (c) change the date on which any Notes are subject to
         redemption or otherwise alter the provisions with respect to the
         redemption of the Notes;

                  (d) make any Note payable in money or currency other than that
         stated in the Notes;

                  (e) modify or change any provision of this Agreement or its
         related definitions to affect the ranking of the Notes or any Note
         Guarantee in a manner that adversely affects the rights of any Holder;

                  (f) reduce the percentage of Holders necessary to consent to
         an amendment or waiver to this Agreement, the Notes or the Security
         Documents;

                  (g) impair the rights of Holders to receive payments of
         principal of or interest on the Notes;

                  (h) release any Guarantor from any of its obligations under
         its Note Guarantee or this Agreement, other than as permitted by this
         Agreement;

                  (i) release all or substantially all of the Collateral from
         the Lien hereunder or under the Security Documents (except in
         accordance with the provisions hereof or thereof); or

                  (j) make any change in these amendment and waiver provisions.

         Any amendment to Section 4.15 or the related definitions that could
adversely affect the rights of any Holder shall require the consent of the
Holders of at least 66 2/3% in aggregate principal amount of the Notes then
outstanding.

         In connection with any amendment, supplement or waiver, the Company
may, but shall not be obligated to, offer any Holder who consents to such
amendment, supplement or waiver, or

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<PAGE>

to all Holders, consideration for such Holder's consent to such amendment,
supplement or waiver.

9.03     Compliance with Trust Indenture Act.

         Every amendment or supplement to this Agreement or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

9.04     Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

9.05     Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company may issue
and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

9.06     Trustee to Sign Amendments, etc.

         Each of the Trustee and the Collateral Agent, as applicable, shall sign
any amended or supplemental indenture authorized pursuant to this Article IX if
the amendment or supplement does not adversely affect its rights, duties,
liabilities, privileges, indemnities or immunities. The Company may not sign an
amendment or supplemental indenture until the Board of Directors approves it. In
executing any amended or supplemental indenture, each of the Trustee and the
Collateral Agent shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents
required by Section 12.04 hereof, an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized by this Agreement.

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                                   ARTICLE X

                                 NOTE GUARANTEES

10.01    Guarantee.

         Subject to this Article X, each of the Guarantors hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Agreement,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption, repurchase or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations,
that same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

         Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity or enforceability of the Notes or
this Agreement, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Agreement.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any Custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such

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obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor
that makes payments under its Note Guarantee is entitled to a contribution from
each other Guarantor in a pro rata amount based on the net assets of each
Guarantor.

10.02    Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Note Guarantee will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees under the New Credit
Agreement and the Term Loan B Notes permitted under Section 4.09 hereof) and
after giving effect to any collections from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
its Note Guarantee or pursuant to its contribution obligations under this
Agreement, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

10.03    Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit B shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Agreement
shall be executed on behalf of such Guarantor by an Officer.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Agreement or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Agreement on behalf of the Guarantors.

10.04    Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 10.05, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

                  (a) either:

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<PAGE>

                  (i) such Guarantor will be the surviving or continuing Person;
         or

                  (ii) the Person formed by or surviving any such consolidation
         or merger assumes, by supplemental indenture in form and substance
         satisfactory to the Trustee, all of the obligations of such Guarantor
         under the Note Guarantee of such Guarantor and this Agreement;

                  (b) immediately after giving effect to such transaction on a
         pro forma basis (and treating any Indebtedness that becomes an
         obligation of the resulting, surviving or transferee Person as a result
         of such transaction as having been issued by such Person at the time of
         such transaction), no Default or Event of Default shall have occurred
         and be continuing; and

                  (c) the Company delivers to the Trustee an Officer's
         Certificate stating that such consolidation, merger or transfer and its
         Note Guarantee, if any, complies with this Agreement.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Agreement to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Agreement as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Agreement as though all of such Note
Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles IV and V hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Agreement or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

10.05    Releases Following Sale of Assets.

         In the event of a sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition of all of the Equity Interests of any Guarantor then
held by the Company and the Restricted Subsidiaries, or the Company properly
designates any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of
the Company such that such Guarantor would not be required to provide a
Guarantee of the Notes under Section 4.18 hereof, then such Guarantor (in the
event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Equity Interests of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or

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substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided, however, that (i) the Net
Available Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Agreement, to the extent required
thereby, and (ii) such sale, other disposition or designation would not result
in a Default hereunder. Upon delivery by the Company or a Guarantor to the
Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Agreement, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations
under its Note Guarantee, and subject to Section 11.04 hereof, the Collateral
Agent, at the direction of the Trustee and at the expense of the Company, shall
execute any documents reasonably required to release the assets disposed of in
such transaction.

         Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Agreement
as provided in this Article X.

                                   ARTICLE XI

                               COLLATERAL; ESCROW

11.01    Delivery of Security Documents.

         Not later than the Issue Date, the Company and the Guarantors party
thereto shall have executed and delivered to the Trustee and the Collateral
Agent, for the benefit of the Secured Parties:

                  (a) the Pledge Agreement;

                  (b) the Security Agreement;

                  (c) Mortgages with respect to the Sale Property and the
         Surplus Property;

                  (d) the Pay Proceeds Agreements;

                  (e) certificates representing the Oxford Stock;

                  (f) the Sale Agreements;

                  (g) all documents and instruments, including Uniform
         Commercial Code financing statements, required by law to be filed,
         registered or recorded to create or perfect the Liens in the Collateral
         intended to be created by the Security Agreement and the Mortgages; and

                  (h) all documents and instruments required to be delivered as
         of the Issue Date under the Security Documents, including any title
         insurance policies, casualty insurance policies and policy
         endorsements, as well as any opinions of counsel, as may be required
         thereunder.

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11.02    Recording and Opinions.

         Not later than the Issue Date, the Company and the Guarantors, at their
sole expense, will cause the Security Documents to be recorded, registered and
filed in such manner and in such places as may be necessary to create or perfect
the Liens in the Collateral intended to be created by the Security Agreement and
the Mortgages. Thereafter, until the release of the Collateral as provided in
Section 11.04 or in the Security Documents, the Company and the Guarantors, at
their sole expense, will cause the Security Documents to be re-recorded,
re-registered or refilled in such manner and in such places as may be necessary
in order to fully preserve and protect the Liens in the Collateral created by
the Security Documents.

         The Company shall furnish to the Collateral Agent and the Trustee
promptly after the Issue Date (and in any case within 60 days of the Issue Date)
and on each anniversary of the Issue Date, an Opinion of Counsel as of such date
in each jurisdiction where Collateral, including without limitation Sale
Property and Surplus Property, is located, either (i) (A) stating that, in the
opinion of such counsel, action has been taken with respect to the recording,
registering, filing, re-recording, re-registering and re-filing of all
supplemental indentures, financing statements, continuation statements or other
instruments of further assurance as is necessary to maintain the Lien created by
the Security Documents and reciting with respect to the security interests in
the Collateral the details of such action or referring to prior opinions of
counsel in which such details are given, (B) stating that, based on relevant
laws as in effect on the date of such Opinion of Counsel, all financing
statements and continuation statements have been executed and filed that are
necessary as of such date and during the succeeding 13 months fully to preserve
and protect, to the extent such protection and preservation are possible by
filing, the rights of the Holders and the Collateral Agent and the Trustee
hereunder and under the Security Documents with respect to the security
interests in the Collateral, or (ii) stating that, in the opinion of such
counsel, no such action is necessary to maintain such Lien and assignment. In
the event that the Mortgages must be amended, modified or supplemented as a
condition to the giver of any of the opinions of counsel required pursuant to
this Section 11.02 being able to furnish such opinion, then, subject to Section
9.06 hereof, the Trustee and the Collateral Agent shall execute and deliver such
amendments, modifications or supplements as requested by the giver of the
opinion of counsel.

11.03    Possession and Use of Collateral.

         So long as no Event of Default has occurred and is continuing, the
Company and the Guarantors will have the right to remain in possession of and
exercise complete control over the Collateral, except for such of the Collateral
as is required to be in the possession of the Collateral Agent in order to
perfect the Liens in such Collateral granted by the Security Documents.

11.04    Release and Disposition of Collateral.

         The Collateral shall be released from the Lien of the Security
Documents as expressly provided therein and as follows:

         (a) In connection with and to the extent necessary to complete any
Asset Sale of the Collateral permitted under Section 4.10 hereof;

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         (b) Upon satisfaction and discharge of this Agreement as provided in
Article XIII hereof; and

         (c) Upon Legal Defeasance or Covenant Defeasance as provided in Article
VIII hereof.

         Notwithstanding the foregoing, any non-cash consideration received in
an Asset Sale involving the Collateral shall constitute proceeds of the
Collateral and shall remain subject to a Lien in favor of the Collateral Agent,
for the benefit of the Secured Parties. In furtherance of the forgoing, the
Company hereby grants to the Collateral Agent a security interest in all
non-cash assets received by the Company in consideration of an Asset Sale of
Collateral, including without limitation all accounts, chattel paper, commodity
accounts, commodity contracts, Deposit Accounts, documents, equipment, fixtures,
general intangibles, goods, instruments, inventory, investment property,
letter-of-credit rights, noncash proceeds, payment intangibles, and supporting
obligations. The Company and the Guarantors, at their sole expense, shall
execute, deliver, record, file and register any and all documents and
instruments necessary to create and perfect such Lien.

         To the extent applicable, the Company shall cause TIA Section 314(d) to
be complied with in connection with any release of Collateral from the Liens of
the Security Documents. Any certificate or opinion required by TIA Section
314(d) may be made by means of an Officer's Certificate, except in cases in
which TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person.

11.05    Escrowed Restated SAC Notes.

Not later than the Issue Date, the Company and U-Haul shall have executed and
delivered to the Trustee the Restated Notes Escrow Agreement and deposited with
the Trustee the Escrowed Restated SAC Notes to be held in the Restated Notes
Escrow. The Company and U-Haul shall take all actions necessary or appropriate
to cause principal payments, principal pre-payments, Capital Proceeds Contingent
Interest (as defined in the Restated SAC Notes) under the Escrowed Restated SAC
Notes and any Net Available Proceeds from the sale of Escrowed Restated SAC
Notes to be delivered by the makers of such Escrowed Restated SAC Notes directly
to the Collateral Agent to be held in the Restated Note Escrow Account,
including, without limitation execution of Pay Proceeds Agreements in respect of
the Escrowed Restated SAC Notes (provided that, other than Capital Proceeds
Contingent Interest, and except following the occurrence and during the
continuation of an Event of Default, no interest that is paid on account of the
Escrowed Restated SAC Notes, including, without limitation Cash Flow Contingent
Interest, Pay Rate Interest and Basic Interest (all as defined in the Restated
SAC Notes) shall be subject to delivery to the Collateral Agent and all such
interest may be paid directly to the depositor of such Escrowed Restated SAC
Notes). The Restated SAC Notes Escrow Account shall constitute Collateral
pursuant to the Security Agreement, shall be a Deposit Account opened at the
Collateral Agent or The Bank of New York, as depository bank, and shall be
pledged to and under the exclusive control of and held in the name of the
Collateral Agent pursuant to the Security Agreement. All proceeds from the
payment of principal due under the Escrowed Restated SAC Notes received and
identified as such by the Trustee or the Collateral Agent, regardless of whether
such proceeds are deposited in the Restated SAC Notes Escrow

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Account, shall be held as Collateral under the Security Agreement and promptly
deposited into the Restated SAC Notes Escrow Account.

All amounts received in the Restated SAC Notes Escrow Account shall be promptly
remitted by the Collateral Agent directly to the 3.08(b) Account for purposes of
mandatory redemption of the Notes in accordance with Section 3.08 of this
Agreement.

11.06    Collateral Agent.

         (a) The Bank of New York will also serve as Collateral Agent for the
benefit of the Holders. The Collateral Agent is hereby duly constituted and
appointed as agent by Trustee to hold the liens and security interests in and to
the Collateral on Trustee's behalf. Trustee and the Holders hereby authorize and
direct the Collateral Agent to enter into the Security Documents. Upon further
instruction of Trustee, the Collateral Agent shall enter into any other Security
Documents that the Trustee deems necessary or advisable to carry out the
purposes of the Security Documents.

         (b) The Collateral Agent will be subject to such directions as may be
given it by the Trustee from time to time as required or permitted by this
Indenture. The Collateral Agent shall not release or terminate any Lien on any
Collateral unless and until it shall have received instructions in respect
thereof from Trustee.

         (c) The Company will deliver to the Trustee copies of all Security
Documents delivered to the Collateral Agent.

         (d) The Collateral Agent will be accountable only for amounts that it
actually receives as a result of the enforcement of the Liens granted pursuant
to the Security Documents.

         (e) In acting as Collateral Agent, the Collateral Agent may rely upon
and enforce each and all of the rights, powers, protections, immunities,
indemnities and benefits of the Trustee under Sections 7.02, 7.03, 7.04, 7.07,
7.08 and 7.09 mutatis mutandis, and, in connection therewith, references to the
Trustee shall be deemed to include the Collateral Agent and references to the
Indenture shall be deemed to include the Security Documents and the Restated SAC
Notes Escrow Agreement.

         (f) Each successor Trustee will become the successor Collateral Agent
as and when the successor Trustee becomes the Trustee unless, at the time such
successor Trustee becomes Trustee, the immediately preceding Trustee was not the
Collateral Agent.

11.07    Authorization of Actions to Be Taken.

         (a) Each Holder, by its acceptance thereof, consents and agrees to the
terms of each Security Document, as originally in effect and as amended,
supplemented or replaced from time to time in accordance with its terms or the
terms of this Indenture, authorizes and directs the Trustee and the Collateral
Agent to enter into the Security Documents, and authorizes and empowers each of
the Trustee and the Collateral Agent to bind the Holders as set forth in the
Security Documents and to perform its obligations and exercise its rights and
powers thereunder.

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         (b) The Collateral Agent and the Trustee are authorized and empowered
to receive for the benefit of the Holders any funds collected or distributed
under the Security Documents and to make further distributions of such funds to
the Holders according to the provisions of this Indenture and the Security
Documents. Funds received into the 3.08(b) Account and the Restated SAC Notes
Escrow Account shall be held by Collateral Agent as Collateral in Deposit
Accounts or investment accounts established pursuant to the Security Agreement.
Such Deposit Accounts or investment accounts will be under the exclusive control
of Collateral Agent within the meaning of Uniform Commercial Code Sections
9-314, 9-104, 9-106 and 8-106 and neither the Company nor any Guarantor shall
have any right to direct the disposition of such accounts until the liens and
security interest granted therein in favor of the Collateral Agent have been
terminated. The Collateral Agent and Trustee are further authorized and
empowered to receive and hold as Collateral certificated securities and notes
pledged to the Collateral Agent pursuant to the Security Documents.

         (c) Notwithstanding any provision of this Indenture or any Security
Document to the contrary, the Collateral Agent shall take such action with
respect to the Collateral and the Security Documents (including, but not limited
to, exercising the rights and remedies provided therein) as directed in writing
by the Trustee, provided that the Collateral Agent shall not be obligated to
take any action which is in conflict with any provisions of law, this Indenture
or the Security Documents or with respect to which the Collateral Agent has not
received adequate security.

         (d) The Trustee may, in its sole discretion and without the consent of
the Holders, direct, on behalf of the Holders, the Collateral Agent to take all
actions it deems necessary or appropriate in order to:

                  (i) foreclose upon or otherwise enforce any or all of the
         Liens granted by the Security Documents;

                  (ii) enforce any of the terms of the Security Documents; or

                  (iii) collect and receive payment of any and all amounts owing
         under this Indenture, the Notes and the Security Documents.

         (e) The Trustee is authorized and empowered to institute and maintain,
or direct the Collateral Agent to institute and maintain, such suits and
proceedings as it may deem expedient to protect or enforce the Liens granted by
the Security Documents or to prevent any impairment of Collateral by any acts
that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee or the Collateral Agent
may deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral, including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of Holders, the Trustee or the Collateral Agent.

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<PAGE>

         (f) The Collateral Agent shall not be personally liable for any acts,
omissions, errors of judgment or mistakes of fact or law made, taken or omitted
to be made or taken by it in accordance with this Indenture or any Security
Document (including acts, omissions, errors or mistakes with respect to the
Collateral), except to the extent resulting from the Collateral Agent's gross
negligence or willful misconduct. In no event shall the Collateral Agent be
liable for incidental, indirect, special or consequential damages, regardless of
the form of action and even if the same were foreseeable. Notwithstanding
anything set forth herein to the contrary, the Collateral Agent shall have a
duty of reasonable care with respect to any Collateral which is delivered to the
Collateral Agent and is in the Collateral Agent's possession and control.

         (g) The Collateral Agent shall not be liable for any claims, losses,
liabilities, damages, costs, expenses and judgments (including reasonable
attorneys' fees and expenses) due to forces beyond the reasonable control of the
Collateral Agent, including strikes, work stoppages, acts of God, and
interruptions, losses or malfunctions of utilities, communications or computer
(software or hardware) services.

         (h) The Collateral Agent shall have no duty as to any Collateral in its
possession or control, other than those duties specifically set forth herein, or
the possession or control of any agent or bailee or any income thereon or as to
the preservation of rights against prior parties or any other rights pertaining
thereto. The Collateral Agent shall not be liable or responsible for any loss or
diminution in the value of any of the Collateral by reason of the act or
omission of any carrier, forwarding agency or other agent or bailee selected by
the Collateral Agent in good faith.

         (i) Except as otherwise provided in the Security Documents, all moneys
received by the Collateral Agent under or pursuant to any provision of this
Indenture or any Security Document shall be paid over or delivered to the
Trustee in the form received (with any necessary endorsements) for application
by the Trustee pursuant to the provisions of this Indenture.

         (j) The Collateral Agent may execute any power and perform any duty
under this Indenture or any Security Document either directly or by or through
agents, nominees or attorneys in fact. The Collateral Agent may act and
conclusively rely, and shall be protected in acting and conclusively relying on,
the opinion or advice of, or information obtained from, any counsel (which shall
include counsel to the Company), accountant, appraiser or other expert or
adviser, whether retained or employed by the Collateral Agent or the Trustee in
relation to any matter in connection with this Indenture, the Security Documents
or any other document, instrument or writing. The Collateral Agent shall be
entitled to rely on the advice of counsel selected by it concerning all matters
pertaining to such powers and duties. The Collateral Agent shall not be
responsible for any acts or omissions, including any negligence or misconduct,
of any agents, nominees or attorneys in fact selected by it with due care.

         (k) The Collateral Agent may consult with counsel, accountants and
other experts selected by it, and any advice or opinion of such counsel,
accountants or other expert shall be full and complete authorization and
protection in respect of any action taken, omitted or suffered by it hereunder
in accordance therewith. The Collateral Agent shall have the right at any time
to seek instructions concerning the administration of the Collateral from any
court of competent jurisdiction.

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         (l) The Collateral Agent may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
it has no reason to believe to be other than genuine and to have been signed or
presented by the proper party or parties or, in the case of facsimile, to have
been sent by the proper party or parties. In the absence of its gross negligence
or willful misconduct, the Collateral Agent may rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Collateral Agent and conforming to the
requirements of this Indenture or any Security Document.

         (m) If the Collateral Agent has been requested or is otherwise required
to take action pursuant to this Indenture or any Security Document, the
Collateral Agent shall not be under any obligation to exercise any of the rights
or powers vested in the Collateral Agent by this Indenture or any Security
Document unless the Collateral Agent shall have been provided adequate security
and indemnity against the costs, expenses and liabilities which may be incurred
by it in complying with such request or direction, including such reasonable
advances as may be requested by the Collateral Agent. Under no circumstances
shall the Collateral Agent be required to expend or risk its own funds or incur
or risk any liability.

         (n) The Collateral Agent shall be obliged to perform such duties and
only such duties as are specifically set forth in this Indenture or any Security
Document, and no implied covenants or obligations shall be read into this
Indenture or any Security Document against the Collateral Agent. The Collateral
Agent shall not be liable with respect to any action taken or omitted by it in
accordance with the direction of the Trustee.

11.08    Co-Collateral Agents and Separate Collateral Agents.

         (a) Notwithstanding any other provisions of this Indenture or any other
Security Document, at any time, for the purpose of meeting any legal requirement
of any jurisdiction in which any part of the Collateral may at the time be
located, the Collateral Agent shall have the power and may execute and deliver
all instruments necessary to appoint one or more Persons to act as a
co-collateral agent or co-collateral agents, or separate collateral agent or
separate collateral agents, of all or any part of the Collateral, and to vest in
such Person or Persons, in such capacity and for the benefit of the Holders,
such title to the Collateral, or any part thereof, and subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Collateral Agent may reasonably consider necessary or desirable for such
purpose. No co-collateral agent or separate collateral agent shall be required
to meet the terms of eligibility as a successor trustee under Section 7.10
hereof and no notice to Holders of the appointment of any co-collateral agent or
separate collateral agent shall be required under Section 7.08 hereof.

         (b) Every co-collateral agent or separate collateral agent shall, to
the extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Collateral Agent shall be conferred or imposed upon
         and exercised or performed by the Collateral Agent and such
         co-collateral agent or separate collateral agent jointly (it being
         understood that such separate co-collateral agent or separate
         collateral agent is not

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         authorized to act separately without the Collateral Agent joining in
         such act), except to the extent that under any law of any jurisdiction
         in which any particular act or acts are to be performed the Collateral
         Agent shall be incompetent or unqualified to perform such act or acts,
         in which event such rights, powers, duties and obligations (including
         the holding of title to Collateral or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such
         co-collateral agent or separate collateral agent, but solely at the
         direction of the Collateral Agent; and

                  (ii) the Collateral Agent may at any time accept the
         resignation of or remove any co-collateral agent or separate collateral
         agent.

         (c) Any notice, request or other writing given to the Collateral Agent
shall be deemed to have been given to each of the then co-collateral agents or
separate collateral agents, as effectively as if given to each of them. Every
instrument appointing any co-collateral agent or separate collateral agent shall
refer to this Indenture and the conditions of this Section 11.08. Each
co-collateral agent or separate collateral agent, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Collateral Agent or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection or rights
(including the rights to compensation, reimbursement and indemnification
hereunder) to, the Collateral Agent. Every such instrument shall be filed with
the Collateral Agent.

         (d) Any co-collateral agent or separate collateral agent may at any
time constitute the Collateral Agent, its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any lawful act
under or in respect of this Indenture and the Security Documents on its behalf
and in its name. If any co-collateral agent or separate collateral agent shall
die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Collateral Agent, to the extent permitted by law, without the appointment of a
new or successor co-collateral agent or separate collateral agent.

                                  ARTICLE XII

                                  SUBORDINATION

12.01    Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
except as set forth in Section 3.08, the Indebtedness evidenced by, and the
payment of principal of and interest on, the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article XII, to the
prior payment in full in cash or Discharge of all Senior Indebtedness, and that
the subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness. All provisions of this Article XII shall be subject in all
respects to Section 3.08, Section 12.11 and Section 12.12 hereof.

12.02    Liquidation, Dissolution or Bankruptcy.

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         Upon any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities, upon any
dissolution or winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company
(an "Insolvency Event"), all Senior Indebtedness shall first be paid in full in
cash or Discharged, or payment provided for in cash or Cash Equivalents, in a
manner satisfactory to the holders of Senior Indebtedness, before any direct or
indirect payments or distributions, including, without limitation, by exercise
of set-off, of any cash, property or securities on account of principal of or
interest on the Notes and to that end the holders of Senior Indebtedness shall
be entitled to receive (pro rata on the basis of the respective amounts of
Senior Indebtedness held by them) directly, for application to the payment
thereof (to the extent necessary to pay in full in cash or Discharge all Senior
Indebtedness after giving effect to any substantially concurrent payment or
distribution to or provision for payment to the holders of such Senior
Indebtedness), any payment or distribution of any kind or character, whether in
cash, property or securities, to which the Holders of the Notes would be
entitled but for this Article XII, except that the Holders of the Notes may
receive and retain (i) equity securities of the Company or debt securities of
the Company that are subordinated to Senior Indebtedness (and any debt
securities issued in exchange for Senior Indebtedness) to substantially the same
extent as, or to a greater extent than, the Notes are subordinated to the Senior
Indebtedness pursuant to this Article XII and (ii) the proceeds of any sale of
Collateral regardless of whether such sale occurs in respect of or in connection
with an Insolvency Event. The holders of Senior Indebtedness are hereby
authorized to file an appropriate claim for and on behalf of the Holders if the
Holders or any of them do not file, and there is not otherwise filed on behalf
of the Holders, a proper claim or proof of claim in the form required in any
such proceeding prior to 30 days before the expiration of the time to file such
claim or claims.

12.03    Default on Senior Indebtedness.

         The Company may not make any direct or indirect payment to the Trustee
or any Holder of principal of or interest on, the Notes, whether pursuant to the
terms of the Notes or this Indenture, upon acceleration or otherwise, if at the
time of such payment there exists (i) a default in the payment of all or any
portion of the Obligations owing in connection with any Senior Indebtedness, or
(ii) any other default under any document or instrument governing or evidencing
any Senior Indebtedness, and the Trustee has received written notice of such
default from an authorized representative of the holders of Senior Indebtedness,
and, in either case, such default shall not have been cured or waived in
writing; provided, however, that if within the period specified in the next
sentence with respect to a default referred to in clause (ii) above, the holders
of Senior Indebtedness have not declared the Senior Indebtedness to be
immediately due and payable (or have declared such Senior Indebtedness to be
immediately due and payable and within such period have rescinded such
acceleration), then and in that event, payment of principal of and interest on
the Notes shall be resumed. With respect to any default under clause (ii) above,
the period referred to in the preceding sentence shall commence upon receipt by
the Trustee of a written notice or notices of the commencement of such period
from such representative, and shall end at the completion of the 180th day after
the beginning of such period. Only one such 180 day period may commence within
any 360 consecutive days. Upon

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termination of any such period, the Company shall resume payments on account of
the principal of and interest on the Notes, subject to the provisions of this
Article XII.

12.04    Obligations of the Trustee and the Holders.

         (a) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, the Trustee or any Holder shall have
received any payment on account of the Notes at a time when such payment is
prohibited by such provision before the Senior Indebtedness is paid in full in
cash or Discharged, then and in such event, such payment or distribution shall
be received and held in trust by the Trustee or such Holders apart from their
other assets and paid over or delivered to the holders of the Senior
Indebtedness remaining unpaid to the extent necessary to pay in full in cash or
Discharge the obligations under such Senior Indebtedness in accordance with its
terms and after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.

         (b) Nothing contained in this Article XII will limit the right of the
Trustee or the Holders of the Notes to take any action to accelerate the
maturity of the Notes; provided, however, that the right of the Holders to
receive any payment from the Company of principal of, or interest on, the Notes
upon such acceleration shall be subject to the provisions of Section 12.03
hereof.

         (c) Upon any payment or distribution of assets or securities referred
to in this Article XII, the Trustee and the Holders shall be entitled to rely
(i) upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 12.02 are pending; (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (iii) upon the
authorized representatives for the respective holders of Senior Indebtedness for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XII.

         (d) In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

12.05    Subrogation.

         Upon the payment in full in cash or Discharge of all Senior
Indebtedness, the Holders of the Notes shall be subrogated to the extent of the
payments or distributions made to the holders of, or otherwise applied to
payment of, the Senior Indebtedness pursuant to the provisions of this Article
XII and to the rights of the holders of Senior Indebtedness to receive payments
or

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distributions of assets of the Company made on the Senior Indebtedness until the
Notes shall be paid in full; and for the purposes of such subrogation, no
payments or distributions to holders of Senior Indebtedness of any cash,
property or securities to which Holders of the Notes would be entitled except
for the provisions of this Article XII, and no payment over pursuant to the
provisions of this Article XII to holders of Senior Indebtedness by the Holders,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Notes, be deemed to be payment by Company to
or on account of Senior Indebtedness, it being understood that the provisions of
this Article XII are solely for the purpose of defining the relative rights of
the holders of Senior Indebtedness, on the one hand, and the Holders of the
Notes, on the other hand.

         If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article XII shall have been
applied, pursuant to the provisions of this Article XII, to the payment of
Senior Indebtedness, then and in each such case, the Holders shall be entitled
to receive from the holders of Senior Indebtedness at the time outstanding any
payments or distributions received by such holders of Senior Indebtedness in
excess of the amount sufficient to pay all in full in cash or Discharge all
Senior Indebtedness.

12.06    Obligations of Company Unconditional.

         Nothing contained in this Article XII or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as between the Company and the
Holders, the obligations of the Company, which are absolute and unconditional,
to pay to the Holders the principal of and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders of the Notes and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent any Holder from exercising all remedies
otherwise permitted by applicable law upon the occurrence of a Default or Event
of Default under this Indenture, subject to the rights, if any, under this
Article XII of the holders of Senior Indebtedness in respect of cash, property
or securities of the Company or any Guarantor received upon the exercise of any
such remedy.

         The failure by the Company to make a payment on account of principal
of, or interest on, the Notes by reason of any provision of this Article XII
shall not be construed as preventing the occurrence of a Default or an Event of
Default hereunder.

12.07    Notice by the Company.

         The Company shall give prompt written notice to the Trustee and the
Paying Agent of any fact known to the Company which would prohibit the making of
any payment on or in respect of the Notes, but failure to give such notice shall
not affect the subordination of the Notes to the Senior Indebtedness provided in
this Article XII. Notwithstanding the provisions of this Article XII or any
other provision of this Indenture or the Notes, neither the Trustee nor the
Paying Agent shall be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or in respect of the Notes, unless
and until the Trustee and the Paying Agent shall have received written notice
thereof from the Company or the respective authorized representatives for the
respective holders of Senior Indebtedness, and, prior to the

                                       95
<PAGE>

receipt of any such written notice, subject to the provisions of this Article
XII, the Trustee and the Paying Agent shall be entitled in all respects to
assume no such facts exist. Nothing contained in this Section 12.07 shall limit
the right of the holders of Senior Indebtedness to recover payments as
contemplated by this Article XII. This Section 12.07 shall not apply to any
amount payable to the Trustee under Section 3.08.

12.08    Right as Holder of Senior Indebtedness.

         The Trustee or any Holder in its individual capacity shall be entitled
to all the rights set forth in this Article XII with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee or such Holder of any of its rights as such holder.

12.09    Reinstatement.

         The provisions of this Article XII shall continue to be effective or be
reinstated, and the Senior Indebtedness shall not be deemed to be paid in full
or Discharged, as the case may be, if at any time any payment of any of the
Senior Indebtedness is rescinded or must otherwise be returned by the holder
thereof upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, all as though such payment had not been made. This Section 12.09
shall survive the satisfaction and Discharge or termination of this Agreement.

12.10    Rights of Trustee and Paying Agent.

         Notwithstanding Section 12.03, the Trustee or Paying Agent may continue
to make payments on the Notes and shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any such payments,
unless not less than two Business Days prior to the date of such payment, a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office of the Trustee written notice of facts that would cause the payment of
any principal of and interest on the Notes to violate this Article XII. The
Company, the Registrar or co-registrar, the Paying Agent, an authorized
representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issuer of Senior Indebtedness has an authorized
representative, only such representative may give the notice. The Trustee in its
individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. The Registrar and co-registrar and
the Paying Agent may do the same with like rights.

12.11    Trust Moneys Not Subordinated.

         Notwithstanding anything contained hereto the contrary, payments to the
Holders of the Notes from money or the proceeds of U.S. Government Obligations
held in trust under Article VIII by the Trustee for the payment of principal of
and interest on the Notes shall not be subordinated to the prior payment of any
Senior Indebtedness or subject to the terms and provisions of this Article XII,
and none of the Holders or the Trustee shall be obligated to pay over any such
amounts to any holder of Senior Indebtedness provided, however, that this
Section shall not apply if at such time as such money or proceeds were delivered
to the Trustee pursuant to Article XIII, such money or proceeds were not
permitted to be delivered pursuant to Section 12.03.

                                       96
<PAGE>

12.12    No Subordination with respect to Collateral.

         Notwithstanding anything contained herein to the contrary, neither (i)
payments to the Holders of the Notes pursuant to Section 3.08 hereof nor (ii)
payments to the Holders of the Notes in respect of the exercise of any rights
with respect to the Collateral under the Security Documents nor (iii) payments
to the Holders of the Notes that are otherwise in respect of the Collateral
shall be subordinated to the prior payment of any Senior Indebtedness or subject
to the terms and provisions of this Article XII, and none of the Holders or the
Trustee shall be obligated to pay over any such amounts to any holder of Senior
Indebtedness. In addition, nothing contained herein shall in any way restrict or
prohibit the Holders of the Notes, the Trustee or the Collateral Agent from
taking any action to enforce the rights and remedies provided to the Secured
Parties with respect to the Collateral under the Security Documents or
applicable law.

12.13    Trustee to Effectuate Subordination.

         Each Holder of a Note by the Holder's acceptance thereof authorizes and
directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Holders and the holders of Senior Indebtedness as provided in this Article
XII, and appoints the Trustee to act as the Holder's attorney-in-fact for any
and all such purposes.

12.14    Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Holders or the Company or any other
Person, money or assets to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article XII or otherwise, except to the extent such
mistake is as a result of the gross negligence or willful misconduct of the
Trustee.

12.15    Reliance by Holders of Senior Indebtedness on Subordination Provisions.

         Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.

12.16    Trustee's Rights.

         The Trustee's rights to compensation, reimbursement of expenses and
indemnification under Sections 6.10 and 7.07 are not subordinated.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

                                       97
<PAGE>


13.01    Satisfaction and Discharge.

         This Agreement shall be discharged and will cease to be of further
effect (except as to rights of registration of transfer or exchange of Notes
which shall survive until all Notes have been canceled) as to all outstanding
Notes issued hereunder, when either:

                  (a) all the Notes that have been authenticated and delivered
         (except lost, stolen or destroyed Notes which have been replaced or
         paid and Notes for whose payment money has been deposited in trust or
         segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from this trust) have been delivered to the
         Trustee for cancellation, or

                  (b) (i) all Notes not delivered to the Trustee for
         cancellation otherwise have become due and payable or have been called
         for redemption pursuant to Section 3.07 or Section 3.08 hereof, and the
         Company has irrevocably deposited or caused to be deposited with the
         Trustee trust funds in trust in an amount of money sufficient to pay
         and discharge the entire Indebtedness (including all principal and
         accrued interest) on the Notes not theretofore delivered to the Trustee
         for cancellation,

                      (ii) the Company has paid all sums payable by it under
         this Agreement and the Security Documents,

                      (iii) the Company has delivered irrevocable instructions
         to the Trustee to apply the deposited money toward the payment of the
         Notes at maturity or on the date of redemption, as the case may be, and

                      (iv) the Holders have a valid, perfected, exclusive
         security interest in this trust.

         In addition, the Company shall deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

13.02    Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 13.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Agreement, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 13.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Agreement and the Notes
shall be revived and reinstated as though no deposit had occurred

                                       98
<PAGE>

pursuant to Section 13.01; provided, however, that if the Company has made any
payment of principal of, premium or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE XIV

                                  MISCELLANEOUS

14.01    Trust Indenture Act Controls.

         If any provision of this Agreement limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

14.02    Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

         If to the Company and/or any Guarantor:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada 89502-3239

                  Telecopier No.:  (775) 688-6338
                  Attention:  Assistant Treasurer

         With a copy to:

                  Squire, Sanders & Dempsey L.L.P.
                  Two Renaissance Square
                  40 North Central Avenue
                  Suite 2700
                  Phoenix, Arizona  85004
                  Telecopier No.:  (602) 253-8129
                  Attention:  Christopher D. Johnson, Esq.

                                       99
<PAGE>

         If to the Trustee or the Collateral Agent:

                  The Bank of New York
                  101 Barclay Street - 8W
                  New York, New York  10286
                  Telecopier:  (212) 815-5707
                  Attention:  Corporate Trust Administration

         The Company, any Guarantor, the Trustee or the Collateral Agent, by
notice to the others may designate additional or different addresses for
subsequent notices or communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; when receipt acknowledged, if telecopied; and at the time received,
if sent by mail or overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail or by overnight air courier guaranteeing next day delivery to its address
shown on the register kept by the Registrar and shall be deemed received by such
Holder five Business Days after being deposited in the mail postage prepaid if
mailed, and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee, the Collateral Agent and each Agent at the same
time.

14.03    Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Agreement or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

14.04    Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Agreement, the Company shall furnish to the Trustee:

                  (a) an Officer's Certificate (which shall include the
         statements set forth in Section 14.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Agreement relating to the proposed action have
         been satisfied; and

                                      100
<PAGE>

                  (b) an Opinion of Counsel (which shall include the statements
         set forth in Section 14.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

14.05    Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (a) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been satisfied; and

                  (d) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied.

14.06    Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

14.07    No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the Note
Guarantees, this Agreement or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees.

14.08    Governing Law.

         THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT

                                      101
<PAGE>

SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.

14.09    Waiver of Trial by Jury.

          The Company and each Guarantor irrevocably waives, to the fullest
extent it may effectively do so under applicable law, trial by jury and any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in such court has been brought in an
inconvenient forum.

14.10    Consent to Service of Process.

The Company and each Guarantor irrevocably consents, to the fullest extent it
may effectively do so under applicable law, to the service of process of any of
the courts identified in Section 14.08 in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Company and Guarantor at the address set forth herein for the Company, such
service to become effective thirty (30) days after such mailing. Nothing herein
shall affect the right of any Holder to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.

14.11    No Adverse Interpretation of Other Agreements.

         This Agreement may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Agreement.

14.12    Successors.

         All agreements of the Company in this Agreement and the Notes shall
bind its successors. All agreements of the Trustee in this Agreement shall bind
its successors. All agreements of each Guarantor in this Agreement shall bind
its successors, except as otherwise provided in Sections 10.04 and 10.05.

14.13    Severability.

         In case any provision in this Agreement or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

14.14    Counterpart Originals.

         The parties may sign any number of copies of this Agreement. Each
signed copy shall be an original, but all of them together represent the same
agreement.

                                      102
<PAGE>

14.15    Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Agreement have been inserted for convenience of
reference only, are not to be considered a part of this Agreement and shall in
no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following pages]

                                      103
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed in their respective capacities as set forth below as of the date
first written

                                 AMERCO

                                 By: /s/ Gary V. Klinefelter
                                     ___________________________________________
                                    Name:    Gary V. Klinefelter
                                    Title:   Secretary

                                      S-1

<PAGE>

                           GUARANTORS:

                           AMERCO REAL ESTATE COMPANY, a Nevada corporation

                           AMERCO REAL ESTATE SERVICES, INC. a Nevada
                           corporation

                           AMERCO REAL ESTATE COMPANY OF ALABAMA, INC., an
                           Alabama corporation

                           AMERCO REAL ESTATE COMPANY OF TEXAS, INC. a Texas
                           corporation

                           ONE PAC COMPANY, a Nevada corporation

                           TWO PAC COMPANY, a Nevada corporation

                           THREE PAC COMPANY, a Nevada corporation

                           FOUR PAC COMPANY, a Nevada corporation

                           FIVE PAC COMPANY, a Nevada corporation

                           SIX PAC COMPANY, a Nevada corporation

                           SEVEN PAC COMPANY, a Nevada corporation

                           EIGHT PAC COMPANY, a Nevada corporation

                           NINE PAC COMPANY, a Nevada corporation

                           TEN PAC COMPANY, a Nevada corporation

                           ELEVEN PAC COMPANY, a Nevada corporation

                           TWELVE PAC COMPANY, a Nevada corporation

                           FOURTEEN PAC COMPANY, a Nevada corporation

                           FIFTEEN PAC COMPANY, a Nevada corporation

                           SIXTEEN PAC COMPANY, a Nevada corporation

                           SEVENTEEN PAC COMPANY, a Nevada corporation

                           NATIONWIDE COMMERCIAL CO., an Arizona corporation

                           PF&F HOLDINGS CORPORATION, a Delaware corporation

                                       S-2

<PAGE>

                           YONKERS PROPERTY CORPORATION, a New York corporation

                           By:  /s/ Carlos Vizcarra
                               _________________________________________________
                                 Carlos Vizcarra, President

                                      S-3

<PAGE>

                                 EMOVE, INC., a Nevada corporation

                                 WEB TEAM ASSOCIATES, INC. a Nevada corporation

                           By:  /s/ Thomas Tollison
                               _________________________________________________
                                 Thomas Tollison, Secretary

                                      S-4

<PAGE>

                           U-HAUL INSPECTIONS LTD., a British Columbia
                           corporation

                           By:  /s/ Wolfgang Bromba
                               _________________________________________________
                                 Wolfgang Bromba, Secretary

                                      S-5

<PAGE>

                           U-HAUL INTERNATIONAL, INC., a Nevada corporation

                           A & M ASSOCIATES, INC., an Arizona corporation

                           U-HAUL SELF-STORAGE CORPORATION, a Nevada corporation

                           U-HAUL SELF-STORAGE MANAGEMENT (WPC), INC., a Nevada
                           corporation

                           U-HAUL BUSINESS CONSULTANTS, INC., an Arizona
                           corporation

                           U-HAUL LEASING & SALES CO., a Nevada corporation

                           U-HAUL CO. OF ALABAMA, INC., an Alabama corporation

                           U-HAUL CO. OF ALASKA, an Alaska corporation

                           U-HAUL CO. OF ARIZONA, an Arizona corporation

                           U-HAUL CO. OF ARKANSAS, an Arkansas corporation

                           U-HAUL CO. OF CALIFORNIA, a California corporation

                           U-HAUL CO. OF COLORADO, a Colorado corporation

                           U-HAUL CO. OF CONNECTICUT, a Connecticut corporation

                           U-HAUL CO. OF DISTRICT OF COLUMBIA, INC., a District
                           of Columbia corporation

                           U-HAUL CO. OF FLORIDA, a Florida corporation

                           U-HAUL CO. OF GEORGIA, a Georgia corporation

                           U-HAUL OF HAWAII, INC., a Hawaii corporation

                           U-HAUL CO. OF IDAHO, INC., an Idaho corporation

                           U-HAUL CO. OF IOWA, INC., an Iowa corporation

                           U-HAUL CO. OF ILLINOIS, INC., an Illinois corporation

                                      S-6

<PAGE>

                           U-HAUL CO. OF INDIANA, INC., an Indiana corporation

                           U-HAUL CO. OF KANSAS, INC., a Kansas corporation

                           U-HAUL CO. OF KENTUCKY, a Kentucky corporation

                           U-HAUL CO. OF LOUISIANA, a Louisiana corporation

                           U-HAUL CO. OF MASSACHUSETTS AND OHIO, INC., a
                           Massachusetts corporation

                           U-HAUL CO. OF MARYLAND, INC., a Maryland corporation

                           U-HAUL CO. OF MAINE, INC., a Maine corporation

                           U-HAUL CO. OF MICHIGAN, a Michigan corporation

                           U-HAUL CO. OF MINNESOTA, a Minnesota corporation

                           U-HAUL COMPANY OF MISSOURI, a Missouri corporation

                           U-HAUL CO. OF MISSISSIPPI, a Mississippi corporation

                           U-HAUL CO. OF MONTANA, INC., a Montana corporation

                           U-HAUL CO. OF NORTH CAROLINA, a North Carolina
                           corporation

                           U-HAUL CO. OF NORTH DAKOTA, a North Dakota
                           corporation

                           U-HAUL CO. OF NEBRASKA, a Nebraska corporation

                           U-HAUL CO. OF NEVADA, INC., a Nevada corporation

                           U-HAUL CO. OF NEW HAMPSHIRE, INC., a New Hampshire
                           corporation

                           U-HAUL CO. OF NEW JERSEY, INC. a New Jersey
                           corporation

                           U-HAUL CO. OF NEW MEXICO, INC., a New Mexico
                           corporation

                                      S-7
<PAGE>

                           U-HAUL CO. OF NEW YORK, INC., a New York corporation

                           U-HAUL CO. OF OKLAHOMA, INC., an Oklahoma corporation

                           U-HAUL CO. OF OREGON, an Oregon corporation

                           U-HAUL CO. OF PENNSYLVANIA, a Pennsylvania
                           corporation

                           U-HAUL CO. OF RHODE ISLAND, a Rhode Island
                           corporation

                           U-HAUL CO. OF SOUTH CAROLINA, INC. a South Carolina
                           corporation

                           U-HAUL CO. OF SOUTH DAKOTA, INC., a South Dakota
                           corporation

                           U-HAUL CO. OF TENNESSEE, a Tennessee corporation

                           U-HAUL CO. OF TEXAS, a Texas corporation

                           U-HAUL CO. OF UTAH, INC., a Utah corporation

                           U-HAUL CO. OF VIRGINIA, a Virginia corporation

                           U-HAUL CO. OF WASHINGTON, a Washington corporation

                           U-HAUL CO. OF WISCONSIN, INC., a Wisconsin
                           corporation

                           U-HAUL CO. OF WEST VIRGINIA, a West Virginia
                           corporation

                           U-HAUL CO. OF WYOMING, INC., a Wyoming corporation

                           U-HAUL CO. (CANADA) LTD. U-HAUL CO. (CANADA) LTEE, an
                           Ontario corporation

                           By: /s/ Gary V. Klinefelter
                              _________________________________________________
                                 Gary V. Klinefelter, Secretary

                                      S-8

<PAGE>

                           THE BANK OF NEW YORK, as Trustee

                           By: /s/ Stacey B. Poindexter
                              _________________________________________________
                                 Name: Stacey B. Poindexter
                                 Title: Assistant Vice President

                                      S-9

<PAGE>

                                    EXHIBIT A

   [Insert the Global Note Legend, if applicable pursuant to the provisions of
                                 the Indenture]

                                 [FACE OF NOTE]

                                     AMERCO

                 12% Senior Subordinated Secured Notes due 2011

                                                       CUSIP Number: 023586 AL 4
                                                       ISIN Number: US023586AL41

No. A-1                                                             $148,646,137

         AMERCO, a Nevada corporation (the "COMPANY"), promises to pay to CEDE &
CO., or its registered assigns, the principal sum of ONE HUNDRED FORTY EIGHT
MILLION SIX HUNDRED FORTY SIX THOUSAND ONE HUNDRED THIRTY SEVEN DOLLARS
($148,646,137) on March 15, 2011.

         Interest Payment Dates: March 15, June 15, September 15 and December
15, commencing June 15, 2004.

         Record Dates:  March 1, June 1, September 1 and December 1.

Additional provisions of this Note are set forth on the reverse side of this
Note.

                                      A-1
<PAGE>

                                 AMERCO

                                 By:___________________________________________
                                    Name:
                                    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:  _______________, ____

______________________________________, as Trustee

By:   __________________________________

Authorized                   Signatory      [BACK           OF             NOTE]

                                 [BACK OF NOTE]

                 12% SENIOR SUBORDINATED SECURED NOTES DUE 2011

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         INTEREST. AMERCO, a Nevada corporation (the "Company"), promises to pay
interest on the principal amount of this Note at 12% per annum from March 15,
2004 until maturity. The Company will pay interest quarterly in arrears on March
15, June 15, September 15 and December 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be March 15, 2004. The Company shall pay
interest on overdue principal and premium, if any, from time to time on demand
at a rate that is 2% per annum in excess of the rate then in effect; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 1, June 1, September 1 or December 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date,

                                       A-2

<PAGE>

except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal and interest at the office
or agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest on
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent at least ten
Business Days prior to the applicable payment date. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
March 15, 2004 (the "Indenture") between the Company, the Guarantors listed on
the signature pages therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $148,646,137 million in
aggregate principal amount.

         OPTIONAL REDEMPTION.

At any time after the Issue Date, the Company shall have the option to redeem
the Notes, in whole or in part, at the redemption prices set forth below, plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the 12-month period beginning on March 15 of the years indicated
below:

<TABLE>
<CAPTION>
Calendar Year                         Percentage
- -------------                         ----------
<S>                                   <C>
2004                                    102.0%
2005                                    101.5%
2006                                    101.0%
2007 and thereafter                     100.0%
</TABLE>

         Any such optional redemption shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.

         MANDATORY REDEMPTION.

         Notwithstanding any provision in the Indenture to the contrary, (i) the
Net Available Proceeds of some or all of the Collateral resulting from one or
more Asset Sales and (ii) an amount equal to 75% of any Net PWC litigation
Recovery in excess of $50.0 million in the

                                      A-3
<PAGE>

aggregate shall be used by the Company to redeem Notes at a redemption price of
100% of the principal amount of the Notes so redeemed, plus accrued and unpaid
interest thereon to the applicable redemption date.

         Any such mandatory redemption shall be made within 90 days of the
receipt of Net Available Proceeds or Net PWC Litigation Recovery requiring such
redemption, and shall be made pursuant to the provisions of Sections 3.01
through 3.06 of the Indenture.

         REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of
Control, the Company shall be required to make an offer (a "Change of Control
Offer") to each Holder to repurchase all or any part (equal to $1 or an integral
multiple thereof) of each Holder's Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest thereon,
if any, to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Company shall mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1 may be redeemed in part but only in whole multiples of $1, unless
all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1 and integral multiples of $1. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed.

         PERSONS DEEMED OWNERS. The Holder of a Note may be treated as its owner
for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency; to provide for uncertificated
Notes in addition to or in place of certificated Notes or to alter the
provisions of Article II of the Indenture (including the related

                                      A-4
<PAGE>

definitions) in a manner that does not materially adversely affect any Holder;
to provide for the assumption of the Company's obligations to the Holders of the
Notes in the case of a merger or acquisition by a successor to the Company
pursuant to Article V of the Indenture; to release any Guarantor from any of its
obligations under its Note Guarantee or the Indenture (to the extent permitted
by the Indenture); to make any change that would not materially adversely affect
the legal rights hereunder of any Holder of the Notes; or to comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Notes; (ii) default in payment
when due of principal of the Notes when the same becomes due and payable at
maturity, upon redemption, upon purchase, upon acceleration or otherwise; (iii)
failure by the Company to comply with any of its agreements or covenants
described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture;
(iv) failure by the Company for 30 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding and Additional Notes, if any, voting as a single class to
comply with certain other agreements in the Indenture and the Security
Documents; (v) default under certain other agreements relating to an aggregate
amount of Indebtedness of the Company equal to or exceeding $10 million which
default results in, among other things, the acceleration of such Indebtedness
prior to its express maturity; (vi) certain final judgments for the payment of
money in excess of $10 million in the aggregate (net of amounts covered by
insurance or bonded) that remain undischarged for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries; (viii) except as permitted by the Indenture, any
Note Guarantee of a Significant Subsidiary ceases to be in full force and effect
or is declared null and void and unenforceable or is found to be invalid or any
Guarantor denies its liability under its Note Guarantee (other than by reason of
release of a Guarantor from its Note Guarantee in accordance with the terms of
the Indenture and such Note Guarantee); and (ix) events of default under the
documents securing the payment of the Notes. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences under the Indenture except a continuing Default in
the payment of interest on, premium or the principal of, the Notes. The Company
is required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its

                                      A-5
<PAGE>

Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP
and ISIN numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  AMERCO
                  1325 Airmotive Way, Suite 100
                  Reno, Nevada   89502-3239
                  Attention:  Assistant Treasurer

                                      A-6

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  ______________________

                               Your Signature:__________________________________
                                              (Sign exactly as your name
                                               appears on the face of this Note)

Signature Guarantee*:  ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-7

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                         [ ] Section 4.10      [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount you
elect to have purchased:

                                 $____________________

Date:  ______________________

                              Your Signature:___________________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

                                 Tax Identification No.:

Signature Guarantee*:  ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                            Principal Amount     Signature of
                                       Amount of           Amount of        [at maturity] of      authorized
                                      decrease in         increase in       this Global Note      officer of
                                    Principal Amount    Principal Amount     following such       Trustee or
                                    [at maturity] of    [at maturity] of      decrease (or        Depositary
Date of Exchange                    this Global Note    this Global Note       increase)           Custodian
- ----------------                    -----------------   ----------------     ---------------     ------------
<S>                                 <C>                 <C>                  <C>                 <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                      A-9

<PAGE>

                                    EXHIBIT B

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, fully and
unconditionally guaranteed, to the extent set forth in the Indenture (defined
below) and subject to the provisions in the Indenture dated as of March 15, 2004
(the "Indenture") among AMERCO, the Guarantors listed on the signature pages
thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                   [Guarantors' Signature Blocks to be Provided]

                                      B-1

<PAGE>

                                    EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of AMERCO (or its permitted successor), a Nevada corporation (the
"Company"), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and______________________________, as trustee under the
indenture referred to below (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of________________, 2004
providing for the issuance of an aggregate principal amount of up to
$_______________ of ____% Senior Subordinated Secured Notes due 2011 (the
"Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 4.18 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

         (a) Along with all Guarantors named in the Indenture, to jointly and
severally guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns that:

                   (i) the principal of and interest on the Notes will be
          promptly paid in full when due, whether at maturity, by acceleration,
          redemption or otherwise, and interest on the overdue principal of and
          interest on the Notes, if any, if lawful, and all other

                                      C-1

<PAGE>

           obligations of the Company to the Holders or the Trustee under the
           Indenture and the Notes will be promptly paid in full or performed,
           all in accordance with the terms hereof and thereof; and

                  (ii) in case of any extension of time of payment or renewal of
           any Notes or any of such other obligations, that same will be
           promptly paid in full when due or performed in accordance with the
           terms of the extension or renewal, whether at stated maturity, by
           acceleration or otherwise. Failing payment when due of any amount so
           guaranteed or any performance so guaranteed for whatever reason, the
           Guarantors shall be jointly and severally obligated to pay the same
           immediately.

         (b) The obligations hereunder shall be full and unconditional,
irrespective of the validity or enforceability of the Notes or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

         (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever.

         (d) This Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Indenture.

         (e) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

         (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VI of the Indenture for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.

         (h) The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.

                                      C-2
<PAGE>

         (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
any maximum amount and any other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article X of the Indenture, this Note
Guarantee shall be limited to the maximum amount permissible such that the
obligations of such Guarantor under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.

         EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that this
Note Guarantee shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         (j) The Guaranteeing Subsidiary may not consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

                   (i) subject to Sections 10.04 and 10.05 of the Indenture, the
          Person formed by or surviving any such consolidation or merger (if
          other than a Guarantor or the Company) unconditionally assumes all the
          obligations of such Guarantor, pursuant to a supplemental indenture in
          form and substance reasonably satisfactory to the Trustee, under the
          Notes, the Indenture and the Note Guarantee on the terms set forth
          herein or therein; and

                   (ii) immediately after giving effect to such transaction, no
          Default or Event of Default exists.

         (k) In case of any such consolidation or merger and upon the assumption
by the successor corporation, by supplemental indenture, executed and delivered
to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by the Guarantor, such
successor corporation shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
corporation thereupon may cause to be signed any or all of the Note Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Note Guarantees
had been issued at the date of the execution hereof.

         (l) Except as set forth in Articles IV and V and Section 10.04 of
Article X of the Indenture, and notwithstanding clauses (a) and (b) above,
nothing contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

                                      C-3
<PAGE>

         RELEASES.

         (m) In the event of a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Equity Interests of any
Guarantor then held by the Company and the Restricted Subsidiaries, or the
Company properly designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary or any Guarantor is released from its Guarantees of
Indebtedness of the Company such that such Guarantor would not be required to
provide a Guarantee of the Notes under Section 4.18 of the Indenture, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Equity Interests of such Guarantor) or
the Person acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) will be released
and relieved of any obligations under its Note Guarantee; provided, however,
that the Net Available Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, to the extent
required thereby. Upon delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any Guarantor from its obligations under its Note
Guarantee.

         (n) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article X of the Indenture.

         NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the Note
Guarantees. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Securities and Exchange
Commission that such a waiver is against public policy.

         NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the

                                      C-4
<PAGE>

recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, ____

                                 [GUARANTEEING SUBSIDIARY]

                                 By:____________________________________________
                                     Name:
                                     Title:

                                 [Guarantors' Signature Blocks to be Provided]

                                      C-5

<PAGE>

                                                                      SCHEDULE G

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

<TABLE>
<CAPTION>
ENTITY                                                         STATE OF INCORPORATION
- ------                                                         ----------------------
<S>                                                            <C>
Amerco Real Estate Company                                     NV
Amerco Real Estate Company of Alabama, Inc.                    AL
Amerco Real Estate Company of Texas, Inc.                      TX
Amerco Real Estate Services, Inc.                              NV
One PAC Company                                                NV
Two PAC Company                                                NV
Three PAC Company                                              NV
Four PAC Company                                               NV
Five PAC Company                                               NV
Six PAC Company                                                NV
Seven PAC Company                                              NV
Eight PAC Company                                              NV
Nine PAC Company                                               NV
Ten PAC Company                                                NV
Eleven PAC Company                                             NV
Twelve PAC Company                                             NV
Fourteen PAC Company                                           NV
Fifteen PAC Company                                            NV
Sixteen PAC Company                                            NV
Seventeen PAC Company                                          NV
Nationwide Commercial Co.                                      AZ
PF&F Holdings Corporation                                      DE
A&M Associates, Inc.                                           AZ
eMove, Inc.                                                    NV
U-Haul Business Consultants, Inc.                              AZ
U-Haul Co. of Alabama, Inc.                                    AL
U-Haul Co. of Alaska                                           AK
U-Haul Co. of Arizona                                          AZ
U-Haul Co. of Arkansas                                         AR
U-Haul Co. of California                                       CA
U-Haul Co. of Colorado                                         CO
U-Haul Co. of Connecticut                                      CT
U-Haul Co. of District of Columbia, Inc.                       DC
U-Haul Co. of Florida                                          FL
U-Haul Co. of Georgia                                          GA
</TABLE>

                                      C-6

<PAGE>

<TABLE>
<S>                                                            <C>
U-Haul of Hawaii, Inc.                                         HI
U-Haul Co. of Iowa, Inc.                                       IA
U-Haul Co. of Idaho, Inc.                                      ID
U-Haul Co. of Illinois, Inc.                                   IL
U-Haul Co. of Indiana, Inc.                                    IN
U-Haul Co. of Kansas, Inc.                                     KS
U-Haul Co. of Kentucky                                         KY
U-Haul Co. of Louisiana                                        LA
U-Haul Co. of Massachusetts and Ohio, Inc.                     MA
U-Haul Co. of Maryland, Inc.                                   MD
U-Haul Co. of Maine, Inc.                                      ME
U-Haul Co. of Michigan                                         MI
U-Haul Co. of Minnesota                                        MN
U-Haul Co. of Mississippi                                      MS
U-Haul Company of Missouri                                     MO
U-Haul Co. of Montana, Inc.                                    MT
U-Haul Co. of North Carolina                                   NC
U-Haul Co. of North Dakota                                     ND
U-Haul Co. of Nebraska                                         NE
U-Haul Co. of Nevada, Inc.                                     NV
U-Haul Co. of New Hampshire, Inc.                              NH
U-Haul Co. of New Jersey, Inc.                                 NJ
U-Haul Co. of New Mexico, Inc.                                 NM
U-Haul Co. of New York, Inc.                                   NY
U-Haul Co. of Oklahoma, Inc.                                   OK
U-Haul Co. of Oregon                                           OR
U-Haul Co. of Pennsylvania                                     PA
U-Haul Co. of Rhode Island                                     RI
U-Haul Co. of South Carolina, Inc.                             SC
U-Haul Co. of South Dakota, Inc.                               SD
U-Haul Co. of Tennessee                                        TN
U-Haul Co. of Texas                                            TX
U-Haul Co. of Utah, Inc.                                       UT
U-Haul Co. of Virginia                                         VA
U-Haul Co. of Washington                                       WA
U-Haul Co. of West Virginia                                    WV
U-Haul Co. of Wisconsin, Inc.                                  WI
U-Haul Co. of Wyoming, Inc.                                    WY
U-Haul International, Inc.                                     NV
U-Haul Leasing & Sales Co.                                     NV
U-Haul Self-Storage Corporation                                NV
U-Haul Self-Storage Management (WPC), Inc.                     NV
Web Team Associates, Inc.                                      NV
Yonkers Property Corporation                                   NY
UU-Haul Inspections Ltd.                                       Ontario, Canada
</TABLE>

                                      C-7

<PAGE>

<TABLE>
<S>                                                            <C>
U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada) Ltee              British Columbia, Canada
</TABLE>

                                      C-8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>10
<FILENAME>p68953exv4w8.txt
<DESCRIPTION>EX-4.8
<TEXT>
<PAGE>
                                                                  EXECUTION COPY

================================================================================




                             SAC HOLDING CORPORATION
                           SAC HOLDING II CORPORATION




                           8.5% SENIOR NOTES DUE 2014



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



                                    INDENTURE

                           Dated as of March 15, 2004



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




                    LAW DEBENTURE TRUST COMPANY OF NEW YORK,

                                   as Trustee




================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                        Indenture
Section                                                     Section
- -------                                                     -------
<S>                                                        <C>
310(a)(1)................................................    7.10
   (a)(2)................................................    7.10
   (a)(3)................................................    N.A.
   (a)(4)................................................    N.A.
   (a)(5)................................................    7.10
   (b)...................................................    7.10
   (c)...................................................    N.A.
311(a)...................................................    7.11
   (b)...................................................    7.11
   (c)...................................................    N.A.
312(a)...................................................    2.05
   (b)...................................................    11.03
   (c)...................................................    11.03
313(a)...................................................    7.06
   (b)(2)................................................    7.06; 7.07
   (c)...................................................    7.06; 11.02
   (d)...................................................    7.06
314(a)...................................................    4.03
314(a)(4)................................................    11.05
   (c)(1)................................................    11.04
   (c)(2)................................................    11.04
   (c)(3)................................................    N.A.
   (e)...................................................    11.05
   (f)...................................................    N.A.
315(a)...................................................    7.01
   (b)...................................................    7.05;11.02
   (c)...................................................    7.01
   (d)...................................................    7.01
   (e)...................................................    6.11
316(a) (last sentence)...................................    2.09
   (a)(1)(A).............................................    6.05
   (a)(1)(B).............................................    6.04
   (a)(2)................................................    N.A.
   (b)...................................................    6.06; 6.07
   (c)...................................................    2.12
317(a)(1)................................................    6.08
   (a)(2)................................................    6.09
   (b)...................................................    2.04
318(a)...................................................    11.01
   (b)...................................................    N.A.
   (c)...................................................    11.01
</TABLE>
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE.......................       1

1.01  Definitions...........................................................       1

1.02  Other Definitions.....................................................      18

1.03  Incorporation by Reference of Trust Indenture Act.....................      19

ARTICLE II  THE NOTES.......................................................      20

2.01  Form and Dating.......................................................      20

2.02  Execution and Authentication..........................................      21

2.03  Registrar and Paying Agent............................................      21

2.04  Paying Agent to Hold Money in Trust...................................      22

2.05  Holder Lists..........................................................      22

2.06  Transfer and Exchange.................................................      22

2.07  Replacement Notes.....................................................      26

2.08  Outstanding Notes.....................................................      27

2.09  Treasury Notes........................................................      27

2.10  Temporary Notes.......................................................      27

2.11  Cancellation..........................................................      28

2.12  Defaulted Interest....................................................      28

2.13  CUSIP Numbers.........................................................      28

ARTICLE III  REDEMPTION AND PREPAYMENT......................................      29

3.01  Notices to Trustee....................................................      29

3.02  Selection of Notes to Be Redeemed.....................................      29

3.03  Notice of Redemption..................................................      29

3.04  Effect of Notice of Redemption........................................      30

3.05  Deposit of Redemption Price...........................................      30

3.06  Notes Redeemed in Part................................................      31

3.07  Optional Redemption...................................................      31

3.08  Mandatory Redemption..................................................      32

ARTICLE IV  COVENANTS.......................................................      34

4.01  Payment of Notes......................................................      34

4.02  Maintenance of Office or Agency.......................................      34
</TABLE>

                                       (i)
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
4.03  Reports...............................................................      35

4.04  Compliance Certificate................................................      36

4.05  Taxes and Other Claims................................................      37

4.06  Stay, Extension and Usury Laws........................................      37

4.07  Ranking of Other Indebtedness.........................................      37

4.08  Limitation on Additional Indebtedness.................................      38

4.09  Asset Sales...........................................................      38

4.10  Certain Dividend and Other Payment Restrictions.......................      39

4.11  Transactions with Affiliates..........................................      40

4.12  Liens.................................................................      41

4.13  Business Activities...................................................      41

4.14  Corporate Existence...................................................      41

4.15  Offer to Repurchase Upon Change of Control............................      42

4.16  Restricted Payments...................................................      44

4.17  Insurance.............................................................      46

4.18  Issuance of Certain Equity Interests..................................      46

4.19  Payments for Consents.................................................      46

ARTICLE V  SUCCESSORS.......................................................      46

5.01  Merger, Consolidation, or Sale of Assets..............................      46

5.02  Successor Substituted.................................................      47

ARTICLE VI  DEFAULTS AND REMEDIES...........................................      48

6.01  Events of Default.....................................................      48

6.02  Acceleration..........................................................      49

6.03  Other Remedies........................................................      50

6.04  Waiver of Past Defaults...............................................      50

6.05  Control by Majority...................................................      50

6.06  Limitation on Suits...................................................      51

6.07  Rights of Holders of Notes to Receive Payment.........................      51

6.08  Collection Suit by Trustee............................................      51

6.09  Trustee May File Proofs of Claim......................................      52

6.10  Priorities............................................................      52

6.11  Undertaking for Costs.................................................      52
</TABLE>

                                      (ii)
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
ARTICLE VII  TRUSTEE........................................................      53

7.01  Duties of Trustee.....................................................      53

7.02  Rights of Trustee.....................................................      54

7.03  Individual Rights of Trustee..........................................      55

7.04  Trustee's Disclaimer..................................................      55

7.05  Notice of Defaults....................................................      56

7.06  Reports by Trustee to Holders of the Notes............................      56

7.07  Compensation and Indemnity............................................      56

7.08  Replacement of Trustee................................................      57

7.09  Successor Trustee by Merger, etc......................................      58

7.10  Eligibility; Disqualification.........................................      58

7.11  Preferential Collection of Claims Against Company.....................      58

ARTICLE VIII  LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................      59

8.01  Option to Effect Legal Defeasance or Covenant Defeasance..............      59

8.02  Legal Defeasance and Discharge........................................      59

8.03  Covenant Defeasance...................................................      59

8.04  Conditions to Legal or Covenant Defeasance............................      60

8.05  Deposited Money and U.S. Government Obligations to Be Held in
      Trust; Other Miscellaneous Provisions.................................      61

8.06  Repayment to Companies................................................      62

8.07  Reinstatement.........................................................      62

ARTICLE IX  AMENDMENT, SUPPLEMENT AND WAIVER................................      62

9.01  Without Consent of Holders of Notes...................................      62

9.02  With Consent of Holders of Notes......................................      63

9.03  Compliance with Trust Indenture Act...................................      65

9.04  Revocation and Effect of Consents.....................................      65

9.05  Notation on or Exchange of Notes......................................      65

9.06  Trustee to Sign Amendments, etc.......................................      65

ARTICLE X  SATISFACTION AND DISCHARGE.......................................      65

10.01 Satisfaction and Discharge............................................      65

10.02 Application of Trust Money............................................      66

ARTICLE XI  MISCELLANEOUS...................................................      67
</TABLE>

                                      (iii)
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
11.01 Trust Indenture Act Controls..........................................      67

11.02 Notices...............................................................      67

11.03 Communication by Holders of Notes with Other Holders of Notes.........      68

11.04 Certificate and Opinion as to Conditions Precedent....................      68

11.05 Statements Required in Certificate or Opinion.........................      69

11.06 Rules by Trustee and Agents...........................................      69

11.07 No Personal Liability of Directors, Officers, Employees and
      Stockholders..........................................................      69

11.08 Governing Law.........................................................      69

11.09 No Adverse Interpretation of Other Agreements.........................      70

11.10 Successors............................................................      70

11.11 Joint and Several Liability...........................................      70

11.12 Severability..........................................................      70

11.13 Counterpart Originals.................................................      70

11.14 Table of Contents, Headings, etc......................................      70
</TABLE>

                                      (iv)
<PAGE>
SCHEDULES

Schedule I     Existing Indebtedness
Schedule II    Existing Indebtedness



EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF AFFILIATE SUBORDINATION AGREEMENT


                                      (v)
<PAGE>
            THIS INDENTURE is dated as of March 15, 2004 (the "Agreement" or the
"Indenture") and is entered into among SAC Holding Corporation and SAC Holding
II Corporation, each a Nevada corporation, and Law Debenture Trust Company of
New York, as Trustee.

            The Companies and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Notes:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            1.01  Definitions.

            "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referenced Person. For purposes of Section 4.11 hereof,
Affiliates shall be deemed to include, with respect to any Person, any other
Person (1) which Beneficially Owns or holds, directly or indirectly, 10% or more
of any class of the Voting Stock of the referenced Person, (2) of which 10% or
more of the Voting Stock is Beneficially Owned or held, directly or indirectly,
by the referenced Person or (3) with respect to an individual, any Family Member
of such Person. For purposes of this definition, "control" of a Person shall
mean 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. For the avoidance of doubt, neither AMERCO nor any of its
Subsidiaries shall be deemed to be an Affiliate of the Companies or any of their
Subsidiaries for purposes of this Agreement.

            "Agent" means any Registrar, Paying Agent, co-registrar or
additional paying agent.

            "Agreement" means this Indenture, as amended or supplemented from
time to time.

            "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

            "Amended and Restated SAC Holding Notes" shall mean the "Amended and
Restated Promissory Notes" under and as defined in the SAC Participation and
Subordination Agreement. References herein to the Amended and Restated SAC
Holding Notes, and to terms defined in the Amended and Restated SAC Holding
Notes, shall be deemed to be references to such Notes and terms as in effect on
the Issue Date and without giving effect to any modifications or supplements
thereto after the Issue Date, except: (i) modifications to cure any ambiguity,
defect or inconsistency that do not adversely affect the interests of the
Holders hereunder (as confirmed by an Officer's Certificate and Opinion of
Counsel), and (ii) to the extent expressly agreed otherwise pursuant to a
supplement to this Agreement executed in accordance with the requirements of
Article IX.
<PAGE>
                                      -2-




            "AMERCO" means AMERCO, a Nevada corporation.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

            "asset" means any asset or property.

            "Asset Sale" means, with respect to any Person, any Casualty Event
or any sale, transfer or other disposition (including by way of merger,
consolidation or sale-leaseback transactions) in one transaction or a series of
related transactions by such Person or any of its Subsidiaries to any Person
(other than to one of the Companies) of (i) all or any of the Equity Interests
of any Subsidiary of such Person, (ii) all or substantially all of the property
and assets of an operating unit or business of such Person or any of its
Subsidiaries or (iii) any other property and assets of such Person or any of its
Subsidiaries (including any issuances or transfers of Equity Interests of
Subsidiaries owned by the Companies or any of their Subsidiaries) outside the
ordinary course of business and, in each case, that is not governed by Section
5.01 hereof; provided that such term shall exclude (x) sales or other
dispositions of inventory, receivables and other current assets in the ordinary
course of business and (y) transactions constituting Restricted Payments
permitted under Section 4.16 hereof.

            "Attributable Indebtedness", when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to such Company's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

            "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

            "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" owns or has the right to acquire
by conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "beneficially owns" and "beneficially owned" have
corresponding meanings.

            "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person (or any duly authorized
committee thereof)

            "Business Day" means a day other than a Saturday, Sunday or other
day on which banking institutions in the City of New York are authorized or
required by law to close.

            "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.
<PAGE>
                                      -3-



            "Capitalized Lease Obligations" of any Person means, at the time any
determination is to be made, the obligations of such Person to pay rent or other
amounts under a Capitalized Lease, and the amount of such obligation shall be
the capitalized amount thereof determined in accordance with GAAP.

            "Cash Equivalents" means: (1) marketable obligations with a maturity
of 360 days or less issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof); (2) demand and time deposits and certificates of deposit or
acceptances with a maturity of 360 days or less, bankers acceptances with
maturities not exceeding 360 days and overnight bank deposits, in each case,
with any financial institution that is a member of the Federal Reserve System
having combined capital and surplus and undivided profits of not less than
$500.0 million; (3) commercial paper maturing no more than 270 days from the
date of creation thereof issued by a corporation that is not a Company or an
Affiliate of a Company, and is organized under the laws of any State of the
United States of America or the District of Columbia and rated at least A-1 by
S&P or at least P-1 by Moody's; (4) repurchase obligations with a term of not
more than ten days for underlying securities of the types described in clauses
(1) and (2) above entered into with any commercial bank meeting the
specifications of clause (2) above; and (5) investments in money market or other
mutual funds at least 95% of the assets of which comprise securities of the
types described in clauses (1) through (4) above.

            "Casualty Event" means, with respect to any Property of any Person,
any loss of or damage to, or any condemnation or other taking of, such Property
for which such Person or any of its Subsidiaries receives insurance proceeds, or
proceeds of a condemnation award or other compensation.

            "Change of Control" means: (1) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one
or more Permitted Persons, is or becomes the Beneficial Owner, directly or
indirectly, of Voting Stock representing more than 50% of the voting power of
the total outstanding Voting Stock of a Company; (2) Continuing Directors of
either Company cease for any reason to constitute a majority of the Board of
Directors of such Company; or (3) (a) all or substantially all of the assets of
a Company and its Subsidiaries are sold or otherwise transferred to any Person
other than a Wholly-Owned Subsidiary or (b) a Company consolidates or merges
with or into another Person or any Person consolidates or merges with or into a
Company, in either case under this clause (3), in one transaction or a series of
related transactions in which immediately after the consummation thereof Persons
owning Voting Stock representing in the aggregate a majority of the total voting
power of the Voting Stock of such Company immediately prior to such consummation
do not own Voting Stock representing a majority of the total voting power of the
Voting Stock of such Company or the surviving Person or transferee Person.

            "Company" means each of SAC Holding Corporation and SAC Holding II
Corporation, and any and all successors thereto (collectively, the "Companies")
and not any of their respective Subsidiaries.
<PAGE>
                                      -4-



            "Company Residual Cash Flow" means, for any period, (i) the
aggregate Company Revenues plus Net Cash Flow Before Debt Service for such
period minus (ii) the sum of (x) all principal, and interest and premium, in
respect of the Notes required to be paid during such period plus (y) the amounts
paid during such period pursuant to clause (a), (d) and (e) of Section 2 of the
Amended and Restated SAC Holding Notes, plus (z) the amounts paid during such
period pursuant to the Oxford Note.

            "Company Revenues" means, for any period, all revenues received by
the Companies from all sources whatsoever other than from dividends or
distributions, or repayments of Indebtedness and other obligations, received
from Subsidiaries.

            "Condemnation Proceedings" means any proceeding initiated by a
Governmental Authority exercising the power of eminent domain or any similar
governmental power to require any Person to transfer ownership of its assets to
a Governmental Authority.

            "Consolidated Net Worth" means, with respect to any Person as of any
date, the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication), all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within 12 months
after the acquisition of such business) subsequent to the Issue Date in the book
value of any asset owned by such Person or a Subsidiary of such Person.

            "Continuing Directors" means, for either Company, individuals who on
the Issue Date constituted the Board of Directors of such Company, together with
any new directors whose election to such Board of Directors, or whose nomination
for election by the stockholders of such Company, was approved by a vote of the
majority of the directors of such Company then still in office who were either
directors on the Issue Date or whose election or nomination for election was
previously so approved. If no directors are in office due to incapacity or
death, then "Continuing Directors" shall include any replacement directors
appointed by the shareholders of the Company.

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 11.02 hereof or such other address as to which
the Trustee may give notice to the Companies.

            "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

            "Default" means (1) any Event of Default or (2) the occurrence of
any event, act or condition that is, or after the giving of notice or the
passage of time or both, would be an Event of Default.

            "Default and Liquidation Proceeds" means, collectively, (1) any Net
Cash Flow Before Debt Service realized by the Companies or any Subsidiaries at
any time when there exists (i) a Default in the payment of any amount owed under
the Notes which has not been cured or waived in writing, (ii) an Event of
Default which has not been cured or waived in writing, (iii) any other Default
that an Officer becomes aware of and which has not been cured or waived in
writing within five days of such awareness, or (iv) the filing or commencement
with a court of
<PAGE>
                                      -5-


competent jurisdiction of an involuntary case under any Bankruptcy Law for
relief against a Company which has not been dismissed, and (2) any proceeds of
any sale, disposition or other realization or liquidation of the assets of the
Companies or any of their Subsidiaries (other than Net Available Proceeds of any
Asset Sale).

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Agreement.

            "Depositary Custodian" means the Trustee, as custodian for the
Depositary with respect to the Notes in global form, or any successor entity
thereto.

            "Designated Person" means (1) Edward J. Shoen, Mark V. Shoen or
James P. Shoen; (2) a member of the Board of Directors of AMERCO or a Person
that was a member of the Board of Directors of amerco within the last three
years prior to the date of determination; (3) a current employee of AMERCO or
any of its Subsidiaries or a Person that was an employee of AMERCO or any of its
Subsidiaries within the last three years prior to the date of determination; (4)
a spouse, parent, child, sibling, cousin, aunt, uncle, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law or daughter-in-law of
any of the individuals referred to in clause (1), (2) or (3) above, or any
lineal descendant of any of the individuals referred to in this clause (4) or in
clause (1), (2) or (3) above; (5) any trust or other entity for the primary
benefit of the individuals referred to in clause (1), (2), (3) or (4) above; or
(6) any Affiliate of any of the Persons referred to in clause (1), (2), (3), (4)
or (5) above.

            "Disqualified Stock" means any Equity Interests that, by its terms
(or by the terms of any security into which it is convertible, or for which it
is exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature; provided that any Equity Interests that would
not constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require the Companies to repurchase or redeem such Equity
Interests upon the occurrence of a Change of Control or an Asset Sale occurring
prior to the final maturity of the Notes shall not constitute Disqualified Stock
if the change of control and asset sale provisions applicable to such Equity
Interests are no more favorable to the holders of such Equity Interests than the
provisions applicable to the Notes contained in Sections 4.09 and 4.15,
respectively, and such Equity Interests specifically provides that the Companies
will not repurchase or redeem any such Equity Interests pursuant to such
provisions prior to the Companies' repurchase or redemption of such Notes as are
required to be repurchased or redeemed pursuant to Sections 4.09 and 4.15,
respectively.
<PAGE>
                                      -6-



            "Equity Interests" of any Person means (1) any and all shares or
other equity interests (including common stock, preferred stock, limited
liability company interests and partnership interests) in such Person and (2)
all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) such shares or other equity interests in such Person.

            "Excess Refinancing Proceeds" means an amount equal to (1) the
aggregate principal amount (or accreted value, if applicable) of any
Indebtedness incurred to refinance any Real Property Secured Indebtedness
pursuant to a Permitted Refinancing, minus (2) the sum of (i) the aggregate
principal amount (or accreted value) of the Real Property Secured Indebtedness
which is refinanced pursuant to such Permitted Refinancing, (ii) any premium or
penalty paid in connection with such extension, refinancing, renewal,
replacement, defeasance or refunding and (iii) any fees or expenses required to
be paid by the Companies or any of their Subsidiaries in connection with such
extension, refinancing, renewal, replacement, defeasance or refunding.

            "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

            "Excluded Entities" means, collectively, Securespace Limited
Partnership, a Nevada limited partnership, Four SAC Self-Storage Corporation, a
Nevada corporation, Five SAC Self-Storage Corporation, a Nevada corporation, and
their respective subsidiaries, including, without limitation Nineteen SAC
Self-Storage GP Corporation, Nineteen SAC Self-Storage Limited Partnership and
Private Mini Storage Realty, L.P.

            "Exempted Affiliate Transaction" means (1) customary indemnification
arrangements with employees, officers, directors or consultants entered into by
a Company or any of its Subsidiaries in the ordinary course of business of such
Company or such Subsidiary, (2) transactions solely between or among the
Companies and any of their Subsidiaries, (3) transactions that are Qualified
Subsidiary Transactions, (4) the provision of administrative or management
services by the Companies or any of their officers to any of their Subsidiaries
or Affiliates in the ordinary course of business, (5) any transactions between
the Companies or any of their Subsidiaries and Affiliates for the provision of
printing and related services on terms that are no less favorable to the
Companies or the relevant Subsidiary than those that would have been obtained in
a comparable transaction on an arms' length basis and consistent with past
practices; provided, that the aggregate amount paid by such Company and its
Subsidiaries in any twelve month period under this clause (5) shall not exceed
$2.0 million, (6) the entering into of a tax sharing agreement, or payments
pursuant thereto, between a Company and/or one or more Subsidiaries, on the one
hand, and any other Person with which such Company or such Subsidiaries are
required or permitted to file a consolidated tax return or with which such
Company or such Subsidiaries are part of a consolidated group for tax purposes,
on the other hand, which payments by such Company and such Subsidiaries are not
in excess of the tax liabilities that would have been payable by them on a
stand-alone basis, (7) any Restricted Payment permitted pursuant to Section 4.16
hereof, (8) expenditures made by the Companies during any period from Company
Residual Cash Flows for such period and and (9) loans and advances to employees
that are Affiliates of a Company or its Subsidiaries in respect of commissions,
business expenses, travel and relocation and other similar expenses in the
ordinary course of business, so long as either (x) the aggregate principal
amount thereof outstanding at
<PAGE>
                                      -7-


any time shall not exceed $1,000,000 or (y) such commissions and expenses have
been approved by a majority of the disinterested members of the Board of
Directors of the relevant Company.

            "Exempted Designated Person Transaction" means any of the following:

            (1) payments of principal (including capitalized interest) and
      interest made by the Companies to AMERCO or its Subsidiaries pursuant to
      the Amended and Restated SAC Holding Notes;

            (2) payments by the Companies or their Subsidiaries to AMERCO or any
      of its Subsidiaries pursuant to Property Management Agreements existing on
      the Issue Date between the Companies or their Subsidiaries and AMERCO or
      of any of its Subsidiaries;

            (3) the entering into of Property Management Agreements after the
      Issue Date (and payments by the Companies or their Subsidiaries to AMERCO
      or any of its Subsidiaries pursuant to the terms of such agreements)
      between the Companies or their Subsidiaries and AMERCO or any of its
      Subsidiaries in the ordinary course of business, on ordinary market terms
      and consistent with past arms' length practices;

            (4) transactions pursuant to dealership contracts existing on the
      Issue Date between the Companies or their Subsidiaries and AMERCO or any
      of its Subsidiaries;

            (5) the entering into of dealership contracts after the Issue Date
      (including payments by the Companies or their Subsidiaries to AMERCO or
      any of its Subsidiaries pursuant to the terms of such contracts) between
      the Companies or their Subsidiaries and AMERCO or any of its Subsidiaries
      in the ordinary course of business, on ordinary market terms and
      consistent with past arms' length practices;

            (6) transactions pursuant to the lease agreements existing on the
      Issue Date between the Companies or their Subsidiaries and AMERCO or any
      of its Subsidiaries demising certain marketing company office space, shop
      space or hitch-bay installation space;

            (7) the entering into of lease agreements after the Issue Date
      (including payments to be made pursuant to the terms of such agreements)
      between the Companies or their Subsidiaries and AMERCO or any of its
      Subsidiaries to demise marketing company office space, shop space or
      hitch-bay installation space in the ordinary course of business, on
      ordinary market terms and consistent with past arms' length practices;

            (8) the granting of easements, rights-of-way, servitudes and other
      similar encumbrances that do not materially impact the value of the
      property, and the conveyance of fee title (to correct title defects) of
      properties previously conveyed to the Companies or their Subsidiaries by
      AMERCO or any of its Subsidiaries, but omitted in the conveyance due to
      scrivener's error, error in legal description and similar mistakes;

            (9) any Restricted Payment permitted under Section 4.16 hereof; and
<PAGE>
                                      -8-



            (10) transactions described in clauses (4) and (5) of the definition
      of "Exempted Affiliate Transaction."

            "Fair Market Value" with respect to any asset, equity interest or
item means the fair market value of such asset, equity interest or item as
determined in good faith by an independent third-party appraiser, experienced in
such appraisals and evidenced by a written appraisal signed by such appraiser
and delivered to the Trustee and the Companies.

            "Family Member" means with respect to any individual, the spouse and
lineal descendants (including children and grandchildren by adoption) of such
individual, the spouses of each such lineal descendent, and the lineal
descendents of such Persons.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the Issue Date.

            "Global Note Legend" means the legend set forth in Section 2.06(f)
hereof, which is required to be placed on all Global Notes issued under this
Agreement.

            "Global Notes" means, individually and collectively, each of the
Global Notes, substantially in the form of Exhibit A hereto, issued in
accordance with Section 2.01, 2.02, or 2.06(d) hereof.

            "Governmental Authority" means any federal, state, local or other
governmental or administrative body, instrumentality, department or agency, or
any court, tribunal, administrative hearing body, arbitration panel, commission,
or similar dispute-resolving panel or body.

            "guarantee" means a direct or indirect guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of
business) by any Person of any Indebtedness of any other Person and includes any
obligation, direct or indirect, contingent or otherwise, of such Person: (1) to
purchase or pay (or advance or supply funds for the purchase or payment of)
Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services (unless such purchase arrangements are on arm's-length
terms and are entered into in the ordinary course of business), to take-or-pay,
or to maintain financial statement conditions or otherwise); or (2) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part). The terms "guarantee," when used as a verb, and
"guaranteed" have correlative meanings.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in interest rates or (2) agreements or arrangements
designed to protect such Person against fluctuations in foreign currency
exchange rates in the conduct of its operations.
<PAGE>
                                      -9-



            "Holder" means any registered holder, from time to time, of the
Notes.

            "incur" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided, however, that (1) the Indebtedness of a Person existing
at the time such Person became a Subsidiary shall be deemed to have been
incurred by such Subsidiary and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

            "Indebtedness" of any Person at any date means, without duplication:
(1) all liabilities, contingent or otherwise, of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof); (2) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments; (3) all
obligations of such Person in respect of letters of credit or other similar
instruments (or reimbursement obligations with respect thereto); (4) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred by
such Person in the ordinary course of business in connection with obtaining
goods, materials or services; (5) all Capitalized Lease Obligations of such
Person; (6) all Indebtedness of others secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person; (7) all
Indebtedness of others guaranteed by such Person to the extent of such
guarantee; provided, however, that Indebtedness of any Company or any Subsidiary
that is guaranteed by any Company or any Subsidiary shall only be counted once
in the calculation of the amount of Indebtedness of a Company and its
Subsidiaries on a consolidated basis; (8) all Attributable Indebtedness; (9) to
the extent not otherwise included in this definition, Hedging Obligations of
such Person; and (10) all obligations of such Person under conditional sale or
other title retention agreements relating to assets purchased by such Person.

            The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (6), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured.

            For the avoidance of doubt, "Indebtedness" of any Person shall not
include: (i) trade payables incurred in the ordinary course of business and
payable in accordance with customary practice; (ii) deferred tax obligations;
(iii) minority interests; (iv) uncapitalized interest; (v) operating leases; and
(vi) non-interest bearing installment obligations and accrued liabilities
incurred in the ordinary course of business.

            "Independent" when used with respect to any specified Person means
such a Person who (1) does not have any direct financial interest or any
material indirect financial interest in the Companies or any Subsidiary, the
Trustee or in any Affiliate of any of them and (2) is not connected with the
Companies or any Subsidiary, the Trustee or any such Affiliate as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions. Whenever it is provided that any Independent Person's opinion
or certificate
<PAGE>
                                      -10-


shall be furnished to the Trustee, such opinion or certificate shall state that
the signer has read this definition and that the signer is Independent within
the meaning thereof.

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "Intercompany Claims" means all claims for moneys owed by either of
the Companies to any Subsidiary, by any Subsidiary to either of the Companies,
or by any Subsidiary to any other Subsidiary.

            "interest" means, with respect to the Notes, interest on the
Notes.

            "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to directors, officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities (including in connection with any merger or
consolidation), together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP..

            "Issue Date" means the date on which the Notes are originally issued
under this Indenture.

            "Lien" means, with respect to any asset, any mortgage, deed of
trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature
in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell, and any filing of, or agreement to give, any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases)."Moody's" means Moody's
Investors Service, Inc., and its successors.

            "Net Available Proceeds" means, with respect to any Permitted Asset
Sale pursuant to Section 4.09 hereof, the aggregate proceeds thereof received in
the form of cash or Cash Equivalents, net of (1) brokerage commissions and other
fees and expenses (including, without limitation, title insurance fees and
premiums, appraisal fees, environmental evaluation and report fees, and fees and
expenses of legal counsel, accountants and investment banks) of such Permitted
Asset Sale; (2) provisions for current or future taxes payable as a result of
such Permitted Asset Sale (after taking into account any available tax credits
or deductions and any tax sharing arrangements); (3) amounts required to be paid
to any Person (other than any Company or any Subsidiary) owning a beneficial
interest in the real property or Equity Interests subject to such Permitted
Asset Sale or having a Lien thereon; (4) amounts required to be paid from the
proceeds of such Permitted Asset Sale under the terms of any Indebtedness
ranking senior in right of payment to the Notes; and (5) with respect to a Real
Property Transfer, payments of unassumed liabilities (not constituting
Indebtedness) relating to the assets sold at the time of, or within 30 days
after the date of, such Real Property Transfer. Notwithstanding the
<PAGE>
                                      -11-


foregoing, the "Net Available Proceeds" of any Permitted Asset Sale shall not be
less than the "Net Capital Proceeds" (as defined in the Amended and Restated SAC
Holding Notes) resulting from such Permitted Asset Sale.

            "Net Cash Flow Before Debt Service" means, for any period, the
amount by which the aggregate Subsidiary Gross Receipts for such period exceed
the aggregate Subsidiary Operating Expenses for and with respect to such period.

            "Notes" means the maximum amount of $200.0 million of 8.5% Senior
Notes due 2014 to be issued on the Issue Date in accordance with this Agreement.

            "Obligation" means any principal, interest, penalties, fees,
indemnifications, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

            "Officer" means any of the following of a Company: the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.

            "Officer's Certificate" means a certificate signed by an Officer
that meets the requirements of Section 11.05 hereof.

            "Opinion of Counsel" means a written opinion addressed to the
Trustee in form and substance reasonably satisfactory to the Trustee of an
attorney at law admitted to practice in the jurisdictions applicable to the
subject matter and the governing law of the relevant document, which attorney
may, except as otherwise expressly provided in this Agreement, be counsel for
the Companies. Whenever an Opinion of Counsel is required hereunder, such
Opinion of Counsel may rely on opinions of other counsel who are so admitted and
in form and substance reasonably satisfactory to the Trustee which opinions of
other counsel shall accompany such Opinion of Counsel and shall either be
addressed to the Trustee or shall state that the Trustee shall be entitled to
rely thereon.

            "Oxford Note" means that certain Promissory Note dated May 7, 1999
from SAC Holding Corporation to Oxford Life Insurance Company, as in effect on
the Issue Date and without giving effect to any modifications or supplements
thereto after the Issue Date, except: (i) modifications which do not affect the
economic terms thereof and, as confirmed by an Officer's Certificate and an
Opinion of Counsel, do not adversely affect the interests of the Holders
hereunder, and (ii) to the extent expressly agreed otherwise pursuant to a
supplement to this Agreement executed in accordance with the requirements of
Article IX.

            "Participant" means, with respect to the Depositary, a Person who
has an account with the Depositary.

            "Permitted Business" means the businesses engaged in by a Company
and its Subsidiaries on the Issue Date and businesses that are reasonably
related thereto or reasonable extensions thereof.
<PAGE>
                                      -12-



            "Permitted Easements" means (1) easements, licenses, rights-of-way
and other rights and privileges in the nature of easements reasonably necessary
or desirable for the use, repair, or maintenance of any real property and (2) if
required by a Governmental Authority, the dedication or transfer of unimproved
portions of any real property for road, highway or other public purposes; so
long as, in each case (i) such grant, dedication or transfer does not materially
impair the value of the remaining useful life of the applicable real property or
the fair market value of such real property or materially impair or interfere
with the use or operations thereof, and (ii) such grant, dedication or transfer
is reasonably necessary in connection with the use, maintenance, alteration or
improvement of the applicable real property.

            "Permitted Indebtedness" means:

            (1) Indebtedness of the Companies and their Subsidiaries to the
      extent outstanding on the Issue Date and set forth in Schedule I hereto;

            (2) Indebtedness under Hedging Obligations entered into in the
      ordinary course of business to hedge or mitigate risk to which the
      Companies or their Subsidiaries are exposed in the conduct of their
      respective businesses or the management of liabilities and not for the
      purpose of speculation; provided, however, that with respect to Hedging
      Obligations related to interest rates (a) such Hedging Obligations relate
      to payment obligations on Indebtedness otherwise permitted to be incurred
      by this covenant, and (b) the notional principal amount of such Hedging
      Obligations at the time incurred does not exceed the principal amount of
      the Indebtedness to which such Hedging Obligations relate;

            (3) (a) Indebtedness of a Company owed to a Subsidiary, (b) of any
      Subsidiary owed to a Company, or (c) of any Subsidiary to any other
      Subsidiary incurred in a transaction that constitutes a Qualified
      Subsidiary Transaction; provided, however, that with respect to
      Indebtedness of a Company, such Indebtedness shall be unsecured and
      contractually subordinated to the Company's obligations under the Notes
      pursuant to an Affiliate Subordination Agreement in substantially the form
      of Exhibit B hereto;

            (4) Indebtedness in respect of bid, performance or surety bonds
      issued for the account of a Company or any Subsidiary in the ordinary
      course of business, including obligations of such Company or Subsidiary
      (but not, except in connection with a Qualified Subsidiary Transaction,
      the other Company or any other Subsidiary) with respect to letters of
      credit supporting such bid, performance or surety obligations (in each
      case other than for an obligation for money borrowed);

            (5) Indebtedness of a Company or any Subsidiary arising in
      connection with endorsement by such Company or Subsidiary of instruments
      for deposit in the ordinary course of business;

            (6) Indebtedness in respect of Purchase Money Indebtedness incurred
      by a Company or any Subsidiary (and not, unless in connection with a
      Qualified Subsidiary Transaction, directly or indirectly guaranteed by the
      other Company or any other
<PAGE>
                                      -13-


      Subsidiary) in an aggregate amount as to the Companies and all
      Subsidiaries not to exceed $2.0 million;

            (7) Indebtedness arising from the guarantee by a Company or any
      Subsidiary of any Indebtedness of a Company or a Subsidiary incurred in
      connection with a Qualified Subsidiary Transaction;

            (8) Permitted Refinancing Indebtedness;

            (9) Indebtedness attributable to the capitalization of interest in
      accordance with the terms of the Amended and Restated SAC Holding Notes;
      and

            (10) Subordinated Indebtedness, in addition to Indebtedness incurred
      pursuant to the foregoing clauses of this definition, which Indebtedness
      is unsecured, with an aggregate principal face or stated amount (as
      applicable) at any time outstanding for all such Indebtedness incurred
      pursuant to this clause not in excess of $8.0 million.

            "Permitted Liens" means the following types of Liens:

            (1) Permitted Easements;

            (2) leases or subleases granted to others in the ordinary course of
      business that do not materially interfere with the ordinary course of
      business of a Company or any Subsidiary;

            (3) Liens existing on the Issue Date securing Indebtedness
      outstanding on the Issue Date and set forth under "Secured Indebtedness"
      in Schedule I hereto;

            (4) Liens securing Purchase Money Indebtedness permitted hereunder,
      so long as such Liens securing any particular Purchase Money Indebtedness
      cover only the assets acquired with the proceeds of such Purchase Money
      Indebtedness;

            (5) Liens imposed by Governmental Authorities for taxes, assessments
      or other charges not yet subject to penalty or which are being contested
      in good faith and by appropriate proceedings promptly instituted and
      diligently conducted and against which adequate reserves with respect
      thereto are maintained on the books of a Company in accordance with GAAP;

            (6) statutory liens of carriers, warehousemen, mechanics,
      materialmen, landlords, repairmen or other like Liens arising by operation
      of law in the ordinary course of business, provided that (i) the
      underlying obligations are not overdue for a period of more than 30 days,
      or (ii) such Liens are being contested in good faith by appropriate
      proceedings promptly instituted and diligently conducted and against which
      adequate reserves with respect thereto are maintained on the books of a
      Company in accordance with GAAP;




<PAGE>



                                     - 14 -


            (7) Liens securing the performance of bids, trade contracts, leases,
      statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of a like nature incurred in the ordinary course of
      business (including, without limitation, landlord liens on leased
      property, but excluding Liens securing obligations for the payment of
      borrowed money);

            (8) Liens arising by operation of law in connection with judgments
      with respect to which the Company or such Subsidiary is prosecuting an
      appeal or proceeding for review, against which adequate reserves with
      respect thereto are maintained on the books of a Company in accordance
      with GAAP and which are for an amount and for a period not resulting in an
      Event of Default with respect thereto;

            (9) pledges or deposits made in the ordinary course of business in
      connection with worker's compensation, unemployment insurance and other
      types of social security legislation;

            (10) Liens encumbering deposits made to secure obligations arising
      from statutory, regulatory, contractual or warranty requirements;

            (11) Liens arising out of consignment or similar arrangements for
      the sale of goods;

            (12) Liens arising out of any Condemnation Proceedings affecting any
      real property, so long as such Liens cover only the property affected by
      such Condemnation Proceedings; and

            (13) Liens securing Real Property Secured Indebtedness, and any
      extension, refinancing, renewal, replacement, defeasance or refunding
      thereof constituting Permitted Refinancing Indebtedness.

      "Permitted Person" means (1) Edward J. Shoen, Mark V. Shoen, James P.
Shoen and the spouse and lineal descendants (including children and
grandchildren by adoption) of each such individual, the spouses of each such
lineal descendant and the lineal descendants of such spouses; (2) any trusts or
other entities for the primary benefit of, the executor or administrator of the
estate of, or other legal representative of, any of the individuals referred to
in clause (1); (3) any corporation or other entity with respect to which all of
the Voting Stock thereof is, directly or indirectly owned by any of the
individuals or entities referred to in clauses (1) and (2); (4) AMERCO or its
Subsidiaries and (5) the AMERCO Employee Savings and Employee Stock Ownership
Trust, or any successor thereto.

            "Permitted Refinancing Indebtedness" means any Indebtedness of any
Subsidiary of the Companies issued in exchange for, or the net proceeds of which
are used to refinance other Indebtedness of such Subsidiary (other than
intercompany Indebtedness), provided that:

            (1) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount of
      (or accreted value, if
<PAGE>
                                     - 15 -


      applicable), plus accrued interest on, the Indebtedness so refinanced
      (plus the amount of reasonable expenses incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
      date later than the final maturity date of, and has a Weighted Average
      Life to Maturity equal to or greater than the Weighted Average Life to
      Maturity of, the Indebtedness being refinanced;

            (3) if the Indebtedness being refinanced is subordinated in right of
      payment to the Notes, such Permitted Refinancing Indebtedness has a final
      maturity date later than the final maturity date of, and is expressly
      subordinated in right of payment to, the Notes on terms at least as
      favorable to the Holders of the Notes as those contained in the
      documentation governing the Indebtedness being refinanced;

            (4) other than in a Qualified Subsidiary Transaction, such
      Indebtedness is incurred by the Subsidiary who is the obligor on the
      Indebtedness being refinanced and is not directly or indirectly guaranteed
      by a Company or any other Subsidiary,

            (5) other than in a Qualified Subsidiary Transaction, such
      Indebtedness is not entitled to the benefits of any Liens upon any
      property of such Subsidiary except to the extent of Liens on property that
      constituted collateral security for the Indebtedness being refinanced and

            (6) to the extent that any such extension, refinancing, renewal,
      replacement, defeasance or refunding shall result in a Subsidiary
      receiving Excess Refinancing Proceeds, the Companies shall have caused
      such Excess Refinancing Proceeds to be applied to the redemption of Notes
      (or to the deposit into a cash collateral account with the Trustee) in
      accordance with the provisions of Section 3.08 hereof.

      Notwithstanding the foregoing, clauses (1) and (2) of this definition
shall not apply to any refinancing of Real Property Secured Indebtedness.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

            "principal" means, with respect to the Notes, the principal of the
Notes.

            "Property Management Agreements" means property management
agreements between Subsidiaries of U-Haul, on the one hand, and Subsidiaries of
the Companies, on the other hand, and providing for the management of the Real
Property owned by the Subsidiaries of the Companies.

            "Purchase Money Indebtedness" means Indebtedness of a Company or any
Subsidiary (including Capitalized Leases) (a) incurred to finance the purchase
of any assets of such Company or Subsidiary within 130 days of such purchase,
(b) to the extent the amount of Indebtedness thereunder does not exceed 100% of
the purchase cost of such assets, and (c) to the
<PAGE>
                                     - 16 -


extent the purchase cost of such assets is or should be included in "additions
to property, plant and equipment" in accordance with GAAP.

            "Qualified Subsidiary Transactions" means any merger, combination,
dissolution, transfer of assets, incurrence of Indebtedness or guarantee among
two or more Subsidiaries in connection with any Permitted Refinancing
Indebtedness that refinances all Indebtedness of the Subsidiaries participating
in such merger, combination, dissolution, transfer, incurrence or guarantee.

            "Real Property" of any Person means the real property and
improvements owned by such Person from time to time.

            "Real Property Secured Indebtedness" means any Indebtedness of any
Subsidiary existing on the Issue Date and set forth in Schedule I hereto,
secured by real property owned by any Subsidiary, and any Indebtedness incurred
to refinance such existing Indebtedness which is secured by such real property.

            "Real Property Transfer" means any sale, conveyance, transfer,
lease, assignment or other disposition by a Company or any Subsidiary to any
Person other than the Companies or any Subsidiary (including by means of a Sale
and Leaseback Transaction or a merger or consolidation), in one transaction or a
series of related transactions, of any real property of any Subsidiary;
provided, however, that Real Property Transfer shall not include (1) any space
lease of a portion of real property entered into in the ordinary course of
business, or (2) Permitted Easements.

            "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning.

            "refinance" means to extend, refinance, replace, renew or refund.

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

            "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

            "SAC Participation and Subordination Agreement" means a SAC
Participation and Subordination Agreement dated March 15, 2004, by and among the
Companies, AMERCO, U-Haul and the Trustee.

            "Sale and Leaseback Transactions" means with respect to any Person
an arrangement with any bank, insurance company or other lender or investor or
to which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any
<PAGE>
                                     - 17 -


Person to whom funds have been or are to be advanced by such lender or investor
on the security of such asset.

            "SEC" means the United States Securities and Exchange Commission.

            "Securities Act" means the United States Securities Act of 1933, as
amended.

            "Subsidiary Gross Receipts" shall mean, for any period, the
aggregate of all gross receipts, revenues and income of any and every kind
collected or received by or for the benefit or account of the Subsidiaries
during such period including any of the foregoing arising from the ownership,
rental, use, occupancy or operation of the Real Property. Subsidiary Gross
Receipts shall include, without limitation, all receipts from all tenants,
licensees, customers and other occupants and users of the Real Property,
including, without limitation, rents, security deposits and the like, interest
earned and paid or credited on all deposit accounts related to the Real
Property, all proceeds of rent or business interruption insurance, and the
proceeds of all casualty insurance and eminent domain awards to the extent not
applied, or reserved and applied within six (6) months after the creation of
such reserve, to the restoration of the Real Property. Subsidiary Gross Receipts
shall include the dealer commission payable from U-Haul (or affiliates thereof)
to Subsidiaries for the rental of U-Haul equipment at the Real Property;
provided however that such dealer commissions payable to a Subsidiary shall not
be included in Subsidiary 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 dealer commissions. Subsidiary Gross
Receipts shall not include any capital contributed to a Subsidiary or proceeds
from any loan made to a Subsidiary or proceeds from the sale of any Real
Property. Any receipt included within Subsidiary Gross Receipts in one period
shall not be included within Subsidiary Gross Receipts for any other period
(i.e., no item of revenue or receipts shall be counted twice).

            "Subsidiary Operating Expenses" shall mean for any period, the
aggregate of all cash expenditures of the Subsidiaries actually paid (and
properly payable) during such period for (i) real and personal property taxes on
the Real Property; (ii) principal and interest on the Real Property Secured
Indebtedness; (iii) premiums for liability, property and other insurance on the
Real Property; (iv) under the Property Management Agreements, (v) sales and
rental taxes relating to the Real Property; and (vi) normal, reasonable and
customary operating expenses of the Real Property, including funding of any
escrow accounts for tax, insurance and capital expenses associated with Real
Property.

            "Subsidiary Securitization" means a securitized loan transaction
financing the Real Property Secured Indebtedness.

            "Subordinated Indebtedness" means Indebtedness of the Company or any
Subsidiary that is subordinated in right of payment to the Notes.

            "Subsidiary" means, with respect to any Person: (1) any corporation,
limited liability company, association or other business entity of which more
than 50% of the total voting power of the Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the
Board of Directors thereof is at the time owned or
<PAGE>
                                     - 18 -


controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and (2) any partnership
(a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or of one or more Subsidiaries of such Person (or any
combination thereof). Unless otherwise specified, "Subsidiary" refers to a
Subsidiary of a Company, provided that, for purposes of this Agreement and the
Notes, a "Subsidiary" of a Company does not include the Excluded Entities.

            "Subsidiary Equity Sale" means any sale, conveyance, transfer,
lease, assignment or other disposition by a Company or any Subsidiary to any
Person other than the Companies or any Subsidiary, in one transaction or a
series of related transactions, of any Equity Interests in any Subsidiary.
"Three SAC" means Three SAC Self-Storage Corporation, a Nevada corporation.

            "TIA" means the Trust Indenture Act of 1939, as amended.

            "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Agreement and
thereafter means the successor serving hereunder.

            "U-Haul" means U-Haul International, Inc., a Nevada corporation, and
its successors and assigns.

            "U.S. Government Obligations" means direct non-callable obligations
of, or obligations guaranteed by, the United States of America for the payment
of which guarantee or obligations the full faith and credit of the United States
is pledged.

            "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

            "Wholly-Owned Subsidiary" means a Subsidiary of which 100% of the
Equity Interests (except for director's qualifying shares or certain minority
interests owned by other Persons solely due to local law requirements that there
be more than one stockholder, but which interest is not in excess of what is
required for such purpose) are owned directly by a Company or through one or
more Wholly-Owned Subsidiaries.

            1.02 Other Definitions.
<TABLE>
<CAPTION>
                                                                Defined
      Term                                                     in Section
      ----                                                     ----------
<S>                                                            <C>
      "Affiliate Transaction"                                     4.11
      "Alternate Offer"                                           4.15
      "Authentication Order"                                      2.02
      "Change of Control Offer"                                   4.15
      "Change of Control Payment Date"                            4.15
      "Change of Control Purchase Price"                          4.15
</TABLE>
<PAGE>
                                     - 19 -

<TABLE>
<S>                                                            <C>
      "Covenant Defeasance"                                       8.03
      "DTC"                                                       2.03
      "Event of Default"                                          6.01
      "Legal Defeasance"                                          8.02
      "Paying Agent"                                              2.03
      "Permitted Asset Sales"                                     4.09
      "Publicly Available"                                        4.03
      "Purchase Date"                                             3.08
      "Redemption Event Proceeds"                                 3.08
      "Required Information"                                      4.03
      "Registrar"                                                 2.03
      "Successor"                                                 5.01
</TABLE>

            1.03 Incorporation by Reference of Trust Indenture Act.

            Whenever this Agreement refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Agreement.

      The following TIA terms used in this Agreement have the following
meanings:

            "indenture securities" means the Notes;

            "indenture security Holder" means a Holder of a Note;

            "indenture to be qualified" means this Agreement;

            "indenture trustee" or "institutional trustee" means the Trustee;
      and

            "obligor" on the Notes means the Companies and any successor
      obligors.

            All other terms used in this Agreement that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

        Rules of Construction.

        Unless the context otherwise requires:

            (a) a term has the meaning assigned to it;

            (b) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (c) "or" and "including" are not exclusive;

            (d) words in the singular include the plural, and in the plural
      include the singular;
<PAGE>
                                     - 20 -


            (e) provisions apply to successive events and transactions;

            (f) "will" shall be interpreted to express a command;

            (g) references to Sections and Articles are to Sections and Articles
      of this Agreement; and

            (h) references to sections of or rules under the Securities Act
      shall be deemed to include substitute, replacement of successor sections
      or rules adopted by the SEC from time to time.

                                   ARTICLE II

                                    THE NOTES

            2.01 Form and Dating.

            (a) General. Subject to Section 2.01(b) hereof, the Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1 and integral multiples
thereof.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Agreement and the Companies and
the Trustee, by their execution and delivery of this Agreement, expressly agree
to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Agreement,
the provisions of this Agreement shall govern and be controlling.

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Depositary Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.
<PAGE>
                                     - 21 -


            2.02 Execution and Authentication.

            An authorized Officer shall sign the Notes for each of the Companies
by manual or facsimile signature.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Agreement.

            The Trustee shall authenticate Notes upon a written order of the
Companies in the form of an Officer's Certificate from each of the Companies
(each an "Authentication Order"). Each such written order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, and whether the Notes are to be issued as certificated Notes or
Global Notes or such other information as the Trustee may reasonably request. In
addition, the first such written order from the Companies shall be accompanied
by an Opinion of Counsel to the Companies.

            The Trustee may appoint an authenticating agent acceptable to the
Companies to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Agreement to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders, the
Companies or an Affiliate of a Company.

            2.03 Registrar and Paying Agent.

            The Companies shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent")
within the City and State of New York. The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Companies may appoint one or
more co-registrars and one or more additional paying agents in such locations as
the Companies shall determine. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Companies
may change any Paying Agent or Registrar without notice to any Holder. The
Companies shall notify the Trustee in writing of the name and address of any
Agent not a party to this Agreement. If the Companies fail to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. Any Company or any Subsidiary may act as Paying Agent or Registrar.

            The Companies initially appoint The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

            The Companies initially appoint the Trustee at its corporate trust
office in the City of New York to act as the Registrar and Paying Agent and to
act as Depositary Custodian with respect to the Global Notes.
<PAGE>
                                     - 22 -


            2.04 Paying Agent to Hold Money in Trust.

            The Companies shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will, and the Trustee when acting as
Paying Agent agrees that it will, hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and will notify the Trustee of any
default by the Companies in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee and to account for any money disbursed by it. The Companies at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than a Company or a
Subsidiary) shall have no further liability for the money. If a Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Companies, the
Trustee shall serve as Paying Agent for the Notes.

            2.05 Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Companies shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Companies shall otherwise comply with TIA Section 312(a).

            2.06  Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Companies for Definitive Notes if (i) the Companies deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Companies within 120 days after the date of such notice from the Depositary or
(ii) the Companies in their sole discretion determine that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and deliver
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a) hereof. However, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b) or
(c) hereof.
<PAGE>
                                     - 23 -


            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in a Global Note shall
be effected through the Depositary, in accordance with the provisions of this
Agreement and the Applicable Procedures. Transfers of beneficial interests in
the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Global Note may be transferred to Persons who
      take delivery thereof in the form of a beneficial interest in a Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in this Agreement and the Notes the Trustee shall adjust
      the principal amount of the relevant Global Note(s) pursuant to Section
      2.06(g) hereof.

            (c) Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes. If any holder of a beneficial interest in a Global Note
proposes to exchange such beneficial interest for a Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth
in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(g) hereof, and the Companies shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.
<PAGE>
                                     - 24 -


            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes. A Holder of a Definitive Note may exchange such Note
for a beneficial interest in a Global Note or transfer such Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee shall cancel the applicable Definitive Note and increase
or cause to be increased the aggregate principal amount of one of the Global
Notes.

            If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected at a time when a Global Note has not yet been
issued, the Companies shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Global Notes in an aggregate principal amount equal to the principal amount
of Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of
Definitive Notes. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Notes pursuant to the instructions from
the Holder thereof.

            (f) Legends. The following legend shall appear on the face of all
Global Notes issued under this Agreement:

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
            (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF SAC HOLDING CORPORATION AND SAC HOLDING II
            CORPORATION.

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
            DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
            BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
            THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
            DEPOSITARY OR BY
<PAGE>
                                     - 25 -


            THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
            NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
            PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
            COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO SAC HOLDING
            CORPORATION AND SAC HOLDING II CORPORATION OR THEIR AGENT FOR
            REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
            ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
            MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (ANY PAYMENT
            IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
            THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
            INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
            THEREIN."

            (g) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (h) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the
      Companies shall execute and the Trustee shall authenticate Global Notes
      and, subject to Section 2.06(a) hereof, Definitive Notes upon the
      Companies' order or at the Registrar's request.

            (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Companies may require
      payment of a sum sufficient to cover any transfer tax or similar
      governmental charge payable in connection therewith (other than any such
      transfer taxes or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 2.10, 3.06, 4.15 and 9.05 hereof).

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.
<PAGE>
                                     - 26 -


            (iv) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Companies, evidencing the same debt,
      and entitled to the same benefits under this Agreement, as the Global
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

            (v) The Companies shall not be required (A) to issue, to register
      the transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 hereof and ending at the close of business
      on the day of selection, (B) to register the transfer of or to exchange
      any Note so selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part or (C) to register
      the transfer of or to exchange a Note between a record date and the next
      succeeding interest payment date.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Companies may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Companies shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.02 hereof.

            (viii) All certifications, certificates and opinions of counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile or an email transmission of an Adobe portable document format
      file (also known as a `PDF File').

            (ix) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Agreement or under applicable law with respect to any
      transfer of any interest in any Note (including any transfers between or
      among Depositary Participants or beneficial owners of interests in any
      Global Note) other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if
      and when expressly required by the terms of, this Agreement, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

            2.07 Replacement Notes.

            If any mutilated Note is surrendered to the Trustee or the Companies
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Companies shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Companies to protect the
Companies, the Trustee, any Agent and any authenticating agent from any loss
that
<PAGE>
                                     - 27 -


any of them may suffer if a Note is replaced. The Companies may charge for its
expenses in replacing a Note.

            Every replacement Note is an additional Obligation of the Companies
and shall be entitled to all of the benefits of this Agreement equally and
proportionately with all other Notes duly issued hereunder.

            2.08 Outstanding Notes.

            The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Companies or an Affiliate of
the Companies holds the Note.

            If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a "protected purchaser" within the meaning of Section
8-303 of the Uniform Commercial Code of New York.

            If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

            If the Paying Agent (other than the Companies, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

            2.09 Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Companies, or by any Subsidiary or Affiliate of the Companies, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes as to which a Responsible Officer of
the Trustee has actual knowledge are so owned shall be so disregarded.

            2.10 Temporary Notes.

            Until certificates representing Notes are ready for delivery, the
Companies may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Companies
consider appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Companies shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.
<PAGE>
                                     - 28 -


            Holders of temporary Notes shall be entitled to all of the benefits
of this Agreement.

            2.11 Cancellation.

            The Companies at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its customary procedures for the disposition
of canceled securities in effect as of the date of such disposition (subject to
the record retention requirement of the Exchange Act). Certification of the
disposition of all canceled Notes shall be delivered to the Companies. Except as
contemplated by Sections 2.06 and 2.07, the Companies may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

            2.12 Defaulted Interest.

            If the Companies default in a payment of interest on the Notes, they
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Companies shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Companies shall fix or cause to be
fixed each such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted interest. At least 15 days before the special record date,
the Companies (or, upon the written request of the Companies, the Trustee in the
name and at the expense of the Companies) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

            2.13 CUSIP Numbers.

            The Companies in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Companies will promptly notify
the Trustee of any change in the "CUSIP" numbers.
<PAGE>
                                     - 29 -


                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

            3.01 Notices to Trustee.

            If the Companies elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof or the mandatory redemption
provisions of Section 3.08 hereof, they shall furnish to the Trustee, at least
15 days but not more than 60 days before a redemption date, Officer's
Certificates setting forth (i) the paragraph of the Notes and/or clause of this
Agreement pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption
price.

            3.02 Selection of Notes to Be Redeemed.

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption or purchase. Further, in the event of
a partial redemption in accordance with Sections 3.07 or 3.08 hereof, selection
of the Notes or portions thereof for redemption shall be made by the Trustee
only on a pro rata basis or on as nearly a pro rata basis as is practicable
(subject to the procedures of DTC), unless such method is otherwise prohibited.

            The Trustee shall promptly notify the Companies in writing of the
Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed
or purchased. Notes and portions of Notes selected shall be in amounts of $1 or
whole multiples of $1; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1, shall be redeemed or purchased. Except as
provided in the preceding sentence, provisions of this Agreement that apply to
Notes called for redemption or purchase also apply to portions of Notes called
for redemption or purchase.

            3.03 Notice of Redemption.

            At least 30 days but not more than 60 days before a redemption date,
the Companies shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.
<PAGE>
                                     - 30 -


            The notice shall identify the Notes (including the CUSIP number, if
any) to be redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion shall be issued upon
      cancellation of the original Note;

            (d) the name and address of the Paying Agent;

            (e) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (f) that, unless the Companies default in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

            (g) the paragraph of the Notes and/or clause of this Agreement
      pursuant to which the Notes called for redemption are being redeemed; and

            (h) the applicable CUSIP number and that no representation is made
      as to the correctness or accuracy of the CUSIP number, if any, listed in
      such notice or printed on the Notes.

            At the Companies' request, the Trustee shall give the notice of
redemption in the Companies' name and at their expense; provided that the
Companies shall have delivered to the Trustee, at least 15 days prior to the
date of the mailing of such notice, Officer's Certificates requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in this Section 3.03.

            3.04 Effect of Notice of Redemption.

            Once a notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

            3.05 Deposit of Redemption Price.

            One Business Day prior to the redemption or purchase date (to the
extent the redemption price is not already held in the cash collateral account
established pursuant to Section 3.08(d) hereof), the Companies shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price or purchase price of and accrued and unpaid interest on all Notes to be
redeemed or purchased on that date. Upon payment of the principal of and
interest and premium on the Notes in full, the Trustee or the Paying Agent shall
promptly
<PAGE>
                                     - 31 -


return to the Companies any excess monies deposited with the Trustee or the
Paying Agent by the Companies.

            If the Companies comply with the provisions of the preceding
paragraph, on and after the redemption or purchase date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption or purchase.
If a Note is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption or purchase
shall not be so paid upon surrender for redemption or purchase because of the
failure of the Companies to comply with the preceding paragraph, interest shall
be paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

            3.06 Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed or purchased in part, the
Companies shall issue and, upon the Companies' written request, the Trustee
shall authenticate (i) for the Holder at the expense of the Companies a new Note
equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered and (ii) if applicable, for the Companies, a new Note equal in
principal amount to the purchased portion of the Note surrendered.

            3.07 Optional Redemption.

            (a) No Redemption Prior to March 15, 2007. The Companies shall not
have the option to redeem the Notes pursuant to this Section 3.07 prior to March
15, 2007. On or after March 15, 2007, the Companies shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
12-month period beginning on March 15 of the years indicated below:
<TABLE>
<CAPTION>
            Calendar  Year                             Percentage
            --------------                             ----------
<S>                                                    <C>
            2007                                         104.0%
            2008                                         103.0%
            2009                                         101.5%
            2010 and thereafter                          100.0%

</TABLE>

            (b) Redemption Procedures. Any redemption pursuant to this Section
3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof.
<PAGE>
                                     - 32 -


            3.08 Mandatory Redemption.

            (a) Application of Certain Proceeds to Redemption. Subject to
Section 3.08(d) below, upon the receipt of any Net Available Proceeds pursuant
to Section 4.09, any Excess Refinancing Proceeds pursuant to Section 4.08
hereof, or any Default and Liquidation Proceeds (such Net Available Proceeds,
Excess Refinancing Proceeds and Default and Liquidation Proceeds being herein
collectively called "Redemption Event Proceeds") the Companies shall apply the
entire amount of such Redemption Event Proceeds to redeem Notes, in whole or in
part, at the redemption prices (expressed as percentages of principal amount)
set forth in Section 3.07 hereof, plus accrued and unpaid interest thereon to
the applicable redemption date.

            (b) Redemption Premium. Notwithstanding paragraph (a) above, if the
Redemption Event Proceeds relate to a sale, refinancing or other transaction
involving Three SAC, the redemption price at any time until March 15, 2010,
shall be 101.0% of principal, plus accrued and unpaid interest to the applicable
redemption date. If such redemption date is on or after March 15, 2010, the
redemption price shall be 100.0% of principal, plus accrued and unpaid interest
to the applicable redemption date.

            (c) Redemption Procedures. Any redemption pursuant to this Section
3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof.

            (d) Minimum Redemption Amount. No redemption pursuant to this
Section 3.08 is required to be made until such time as the aggregate amount of
Redemption Event Proceeds received by the Companies and then available for such
purpose equal or exceed $5.0 million. In addition, Redemption Event Proceeds
received by the Companies prior to March 15, 2007, shall not be applied to
redemption pursuant to this Section 3.08 until such time as redemption would be
permitted at the option of the Companies pursuant to Section 3.07 hereof.

            Until such time as any Redemption Event Proceeds are used to redeem
Notes in accordance with this Section 3.08, such Redemption Event Proceeds shall
be delivered to the Trustee to be held by the Trustee in a segregated cash
collateral account for the benefit of the Holders (and, for purposes hereof, the
Companies hereby grant to the Trustee a security interest in and Lien upon all
amounts so held in such collateral account as collateral security for the
obligations of the Companies under this Agreement and the Notes). Amounts on
deposit in such collateral account may not be withdrawn by the Companies except
to (x) effect a redemption of Notes as provided herein (unless all Notes have
been redeemed or otherwise paid in full in cash or discharged in accordance with
the provisions of this Agreement) or (y) repurchase Notes pursuant to clause (f)
below. The balance from time to time in such collateral account shall be
invested in Cash Equivalents as shall be selected by the Companies (or, after
the occurrence and during the continuance of an Event of Default, by the
Trustee). In all events, redemptions pursuant to this Section 3.08 shall be made
within 90 days of the later of (i) March 15, 2007, and (ii) any date upon which
Redemption Event Proceeds received by the Companies and then available for such
purpose equal or exceed $5.0 million.
<PAGE>

                                      -33-

                  (e) Distribution of Default and Liquidation Proceeds. The
Companies shall take all actions necessary to cause the aggregate Default and
Liquidation Proceeds received by any Subsidiary to be distributed to the
Companies (either by dividend or intercompany advance or otherwise) in order to
permit the Companies to comply with their obligations to redeem Notes (or to
deposit such Default and Liquidation Proceeds into a cash collateral account
with the Trustee) pursuant to this Section 3.08.

                  (f) Offers to Purchase. To the extent that the Companies shall
receive any Net Available Proceeds or Excess Refinancing Proceeds prior to March
15, 2007 and shall deposit the same into the cash collateral account referred to
in clause (e) above, the Companies may, in lieu of waiting until March 15, 2007
to apply the funds in such account to the redemption of Notes as specified in
clause (a) above, elect instead to apply such funds to the purchase of Notes
pursuant to an offer to purchase made to all of the Holders of the Notes in
accordance with the following procedures:

                  (x) the Company shall extend such offer to purchase by mailing
         a notice to each Holder setting forth the aggregate amount of the funds
         held in such cash collateral account that are to be applied to such
         purchase (which aggregate amount shall not be less than $2.5 million),
         the percentage of the face amount of each Note representing the
         purchase price to be paid for each Note to be purchased in such offer
         (which may be less than par) and specifying a date, which date shall be
         no earlier than 30 and no later than 45 days from the date such notice
         is mailed (the "Purchase Date"), in accordance with the procedures
         required by this Agreement and described in such notice upon which such
         purchase is to be consummated; and

                  (y) on the Purchase Date, the Company will (l) accept for
         payment all Notes or portions thereof properly tendered pursuant to its
         offer (and, in the event Notes are tendered in an amount exceeding the
         aggregate funds to be applied to such offer, such acceptance shall be
         effected among the Notes so tendered on a ratable basis), (2) deposit
         with the Trustee an amount equal to the aggregate purchase price of the
         Notes tendered pursuant to such offer and (3) deliver or cause to be
         delivered to the Trustee Notes so accepted together with an Officers'
         Certificate stating the aggregate principal amount of Notes or portions
         thereof being purchased by the Company.

                  The Trustee will promptly mail or deliver (as reasonably
decided by the Trustee) to each Holder of Notes so tendered the payment for such
Notes, and the Trustee will promptly authenticate and mail or deliver (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of Notes surrendered, if any. The Company will
publicly announce the results of such offer on or as soon as practicable after
the Purchase Date.

                  The Company will comply with the requirements of Rule 14e-l
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with such purchase
of Notes (and, to the extent that the provisions of any securities laws or
regulations conflict with any of the provisions of this clause
<PAGE>
                                      -34-

(f), the Company will comply with the applicable securities laws and regulations
and will be deemed not to have breached its obligations under this covenant by
virtue thereof).

                                   ARTICLE IV

                                    COVENANTS

                  4.01 Payment of Notes.

                  The Companies shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than either of the
Companies or a Subsidiary or Affiliate thereof, holds as of 12:00 noon Eastern
Time on the due date money deposited by the Companies in immediately available
funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due.

                  The Companies shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

                  The Companies shall take all actions necessary to cause any
Net Cash Flow Before Debt Service of its Subsidiaries to be distributed to the
Companies (either by dividend or inter-company advance or otherwise), on a
monthly basis (except for Three SAC whose Net Cash Flow Before Debt Service
shall be distributed on a quarterly basis), in order to permit the Companies to
meet their obligations under the Notes.

                  4.02 Maintenance of Office or Agency.

                  The Companies shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Companies in respect of the Notes and this Agreement may
be served. The Companies shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Companies shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  The Companies may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided that no such designation or rescission shall in any manner relieve the
Companies of their obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Companies shall give
<PAGE>
                                      -35-

prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

                  The Companies hereby designate the Corporate Trust Office of
the Trustee as one such office or agency of the Companies in accordance with
Section 2.03 hereof.

                  4.03 Reports.

                  (a) AMERCO Financial Statements. So long as AMERCO is required
to consolidate the financial statements of the Companies under GAAP, the
Companies shall cause to be furnished to the Trustee:

                  (i) within 120 days after the end of each fiscal year of
         AMERCO, AMERCO's audited consolidated balance sheet and related
         statements of operations, stockholders' equity and cash flows as of the
         end of and for such year, setting forth in each case in comparative
         form the figures for the previous fiscal year, all reported on by its
         independent public accountants of recognized national standing to the
         effect that such consolidated financial statements present fairly, in
         all material respects, the consolidated financial condition and results
         of operations of AMERCO on a consolidated basis in accordance with GAAP
         consistently applied;

                  (ii) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of AMERCO, AMERCO's unaudited
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of AMERCO's financial officers as presenting fairly in all material
         respects the consolidated financial condition and results of operations
         of AMERCO on a consolidated basis in accordance with GAAP consistently
         applied, subject to normal year-end audit adjustments and the absence
         of footnotes; and

                  (iii) copies of AMERCO's annual report and the information,
         documents and other reports that are specified in Section 13 and 15(d)
         of the Exchange Act (collectively, the "Required Information"), to be
         provided concurrently with the filing thereof with the SEC, provided
         that in any event such Required Information shall include separate
         information with respect to the Companies (including financial
         statements, information in Management's Discussion and Analysis of
         Financial Condition and Results of Operations and risk factors) to the
         extent such information has historically been included in the Required
         Information or as may hereafter be required to be included in the
         Required Information.

         In addition, the Companies shall cause to be furnished to the Trustee,
         promptly upon their becoming available, copies of the annual report to
         shareholders and any other information provided by AMERCO to its public
         shareholders generally.

                  (b) Company Information. To the extent that AMERCO is no
longer required to consolidate the financial statements of the Companies under
GAAP, the Companies
<PAGE>
                                      -36-

shall provide the Trustee and make Publicly Available (as defined below) their
consolidated audited and unaudited financial statements in the manner and upon
the terms otherwise described in Section 4.03(a)(i) and Section 4.03(a)(ii)
above. In addition, whether or not required by the rules and regulations of the
SEC, the Companies will furnish to the Trustee and make Publicly Available the
separate information with respect to the Companies referred to in Section
4.03(a)(iii), in the manner and upon the terms otherwise described in said
Section. For purposes hereof, financial statements, reports, documents and other
information shall be deemed to have been made "Publicly Available" to the extent
such information is (i) included in addition to the information with respect to
AMERCO in the Required Information delivered with respect to AMERCO, (ii)
available on a public website that is referenced in the Required Information for
AMERCO or (iii) set forth in separate annual reports, information, documents and
other reports with respect to the Companies filed pursuant to Sections 13 and
15(d) of the Exchange Act.

                  (c) TIA Information. The Companies shall also provide such
information as may, from time to time, be necessary to comply with any
applicable provisions of TIA Section 314(a).

                  (d) Information Delivered to Trustee. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Companies' compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                  4.04 Compliance Certificate.

                  (a) Compliance Certificate. The Companies shall each deliver
to the Trustee, within 130 days after the end of each fiscal year, an Officer's
Certificate stating that a review of the activities of the respective Company
and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
applicable Company has kept, observed, performed and fulfilled its obligations
under this Agreement, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the applicable Company has
complied with all conditions and covenants contained in this Agreement and is
not in default in the performance or observance of any of the terms, provisions
and conditions of this Agreement (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the applicable Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the applicable Company is taking or proposes to take with respect
thereto. For purposes of this paragraph, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Agreement.

                  (b) Reports from Independent Accountants. So long as not
contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the
<PAGE>
                                      -37-

year-end financial statements delivered pursuant to Section 4.03 hereof shall be
accompanied by a written statement of the Companies' independent public
accountants (who shall be a firm of established national reputation in the
United States) that in making the examination necessary for certification of
such financial statements, nothing has come to their attention that would lead
them to believe that the Company has violated any provisions of this Article IV
or Article V hereof or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

                  (c) Notices of Defaults. The Companies shall, so long as any
of the Notes are outstanding, deliver to the Trustee, as soon as possible, and
in any event within five days after any Officer becomes aware of any Default or
Event of Default, an Officer's Certificate specifying such Default or Event of
Default and what action the Companies are taking or propose to take with respect
thereto.

                  4.05 Taxes and Other Claims.

                  The Companies shall pay or discharge, and shall cause each of
their Subsidiaries to pay or discharge, or cause to be paid or discharged,
before the same shall become delinquent (a) all material taxes, assessments and
governmental charges levied or imposed upon (i) the Companies or any such
Subsidiary, (ii) the income or profits of the Companies or any such Subsidiary
which is a corporation or (iii) the Property of the Companies or any such
Subsidiary and (b) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a Lien upon the properties of the Companies
or any such Subsidiary, provided that the Companies shall not be required to pay
or discharge, or cause to be paid or discharged, any such tax, assessment,
charge or claim the amount, applicability or validity of which is being
contested in good faith by appropriate proceedings and for which adequate
reserves, if any, in conformity with GAAP, have been established.

                  4.06 Stay, Extension and Usury Laws.

                  The Companies covenant (to the extent that they may lawfully
do so) that they shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that would
prohibit or forgive the Companies from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or hereafter in force, or that may affect the covenants or
the performance of this Agreement; and the Companies (to the extent that they
may lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and covenants that they shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

                  4.07 Ranking of Other Indebtedness.

                  (a) Notes to be Senior. Without limiting the right of the
Holders to consent to the incurrence of any Indebtedness not permitted
hereunder, the Companies shall ensure that the Notes are senior in priority and
right of payment to all future Indebtedness of the Companies,
<PAGE>
                                      -38-

except (i) as otherwise provided in the SAC Participation and Subordination
Agreement and (ii) Permitted Indebtedness (other than Indebtedness referred to
in clause (3) of the definition of "Permitted Indebtedness" in Section 1.01
hereof).

                  (b) SAC Participation and Subordination Agreement. The
Companies shall comply, and shall cause each Subsidiary to comply, in all
respects with (i) the provisions of the SAC Participation and Subordination
Agreement providing for the subordination to the Notes of claims under the
Amended and Restated SAC Holding Notes and (ii) the provisions of the Affiliate
Subordination Agreement providing for the subordination to the Notes of all
Intercompany Claims (and, in that connection, the Trustee is hereby authorized
and directed on the Issue Date to execute and deliver the SAC Participation and
Subordination Agreement and the Affiliate Subordination Agreement in
substantially the form of Exhibit B hereto).

                  4.08 Limitation on Additional Indebtedness.

                  (a) Additional Indebtedness; Disqualified Stock. The Companies
shall not, and shall not permit any Subsidiary to, directly or indirectly, incur
any additional Indebtedness after the Issue Date, other than Permitted
Indebtedness, and will not issue any Disqualified Stock after the Issue Date.

                  (b) Distribution of Excess Refinancing Proceeds. The Companies
shall take all actions necessary to cause the aggregate Excess Refinancing
Proceeds of any extension, refinancing, renewal, replacement, defeasance or
refunding by a Subsidiary relating to any Permitted Refinancing Indebtedness to
be distributed to the Companies (either by dividend or intercompany advance or
otherwise) in order to permit the Companies to comply with their obligations to
redeem Notes (or to deposit such Excess Refinancing Proceeds into a cash
collateral account with the Trustee pending the redemption or repurchase of
Notes) pursuant to Section 3.08 hereof.

                  4.09 Asset Sales.

                  (a) Limitation on Asset Sales. The Companies shall not, and
shall not permit any Subsidiary to, consummate any Asset Sale other than (i) as
the result of a Casualty Event (or settlement of either thereof) or (ii) one or
more Real Property Transfers or Subsidiary Equity Sales (collectively,
"Permitted Asset Sales") meeting the requirements of this Section 4.09. The
Companies may, and may permit their Subsidiaries to, consummate any Permitted
Asset Sale so long as (x) the Companies or such Subsidiary receives
consideration at the time of such Permitted Asset Sale at least equal to the
Fair Market Value of the assets included in such Permitted Asset Sale, (y) not
less than 67% of the consideration received by the Companies and its
Subsidiaries pursuant to such Permitted Asset Sale (if other than a Casualty
Event) is in the form of cash or Cash Equivalents and (z) such Net Available
Proceeds are applied to the redemption of Notes (or deposited into a cash
collateral account with the Trustee pending the redemption or repurchase of
Notes) as required pursuant to Section 3.08 hereof. If at any time any non-cash
consideration is received by any Company or any Subsidiary, as the case may be,
in connection with any Permitted Asset Sale, the Trustee shall hold such
consideration in trust hereunder as collateral security for the obligations of
the Companies in respect of the Notes; provided that at the time such
consideration is repaid or converted into or sold or otherwise
<PAGE>
                                      -39-

disposed of for cash or Cash Equivalents (other than interest received with
respect to any such non-cash consideration), then the date of such repayment,
conversion or disposition shall be deemed to constitute the date of a Permitted
Asset Sale hereunder, and the Net Available Proceeds thereof shall be applied in
accordance with this Section 4.09.

                  Anything herein to the contrary notwithstanding, the
provisions of this Section 4.09 shall not be applicable to any Asset Sale with
respect to the Excluded Entities or any Equity Interests therein.

                  (b) Distribution of Net Available Proceeds. The Companies
shall take all actions necessary to cause the aggregate Net Available Proceeds
of such Permitted Asset Sale to be distributed to the Companies (either by
dividend or intercompany advance or otherwise) in order to permit the Companies
to comply with their obligations to redeem Notes (or to deposit such Net
Available Proceeds into a cash collateral account with the Trustee) pursuant to
Section 3.08 hereof.

                  4.10 Certain Dividend and Other Payment Restrictions.

                  The Companies shall not, and shall not permit any Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (i) pay dividends or make any other distributions permitted by applicable law
on any Capital Stock of such Subsidiary owned by the Company or any other
Subsidiary, or (y) pay any principal of or interest on any Indebtedness or other
obligations owed to a Company or any of its Subsidiaries, (ii) make loans or
advances to a Company or any of its Subsidiaries or (iii) transfer any of its
Property to a Company or any of its Subsidiaries.

                  Notwithstanding the foregoing, the provisions of the preceding
paragraph will not apply to encumbrances or restrictions existing under or by
reason of:

                  (a) this Indenture, or the Notes;

                  (b) applicable law, rule or regulation;

                  (c) customary non-assignment provisions in leases entered into
         in the ordinary course of business and consistent with past practices;

                  (d) any agreement for the sale or other disposition of a
         Subsidiary that restricts distributions by that Subsidiary pending its
         sale or other disposition;

                  (e) any acquisition by a Company or any Subsidiary of any
         property or assets of any Person, which encumbrances or restrictions
         existed prior to such acquisition, and which encumbrances or
         restrictions are not applicable to any Person or the property or assets
         of any Person other than such Person or the property or assets of such
         Person so acquired;
<PAGE>
                                      -40-

                  (f) Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, and no less favorable
         to the Holders, taken as a whole, than those contained in the
         agreements governing the Indebtedness being refinanced, and

                  (g) Liens securing Indebtedness otherwise permitted to be
         incurred pursuant to the provisions of Section 4.12 hereof that limit
         the right of the Company or any of its Subsidiaries to dispose of the
         Property subject to such Liens.

                  4.11 Transactions with Affiliates.

                  (a) Affiliate Transactions. The Companies shall not, and shall
not permit any Subsidiary to, directly or indirectly, in one transaction or a
series of related transactions, sell, lease, transfer or otherwise dispose of
any of its assets to, or purchase any assets from, or enter into any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (any such transaction, including any such transaction between
a Company or any Subsidiary and a Company or any Subsidiary, being herein called
an "Affiliate Transaction"), or any series of related Affiliate Transactions,
other than Exempted Affiliate Transactions, unless

                  (i) such Affiliate Transaction is on terms that are no less
         favorable to the relevant Company or the relevant Subsidiary than those
         that could have been obtained in a comparable transaction at such time
         on an arm's-length basis by such Company or that Subsidiary from a
         Person that is not an Affiliate of such Company or that Subsidiary and;
         and

                  (ii) the Companies deliver to the Trustee (x) with respect to
         any Affiliate Transaction or series of related Affiliate Transactions
         involving aggregate consideration in excess of $2.0 million, a
         resolution of the Board of Directors of each Company set forth in an
         Officers' Certificate certifying that such Affiliate Transaction
         complies with the preceding clause (i) and that such Affiliate
         Transaction has been approved by a majority of the disinterested
         members of such Board of Directors and (y) with respect to any
         Affiliate Transaction or series of related Affiliate Transactions
         involving consideration in excess of $8.0 million, an appraisal,
         valuation analysis, or opinion of fairness to the Holders of such
         Affiliate Transaction from a financial point of view from an
         Independent accounting, appraisal or investment banking firm of
         recognized national standing in the United States.

                  (b) Transactions with AMERCO, Etc. Notwithstanding anything to
the contrary in this Agreement, on and after the Issue Date, the Companies shall
not, and shall not permit any of their Subsidiaries to, in one or a series of
related transactions, directly or indirectly sell, lease, transfer or otherwise
dispose of any of their properties or assets to, or purchase any property or
assets from, or enter into or make any contract, agreement, understanding or
loan, advance or guarantee with, or for the benefit of, AMERCO or any of its
Subsidiaries (irrespective of whether AMERCO or any of its Subsidiaries is an
Affiliate of one or more Designated Persons) or any Affiliate of AMERCO or any
of its Subsidiaries or any Person in which one or more Designated Persons
Beneficially Own in the aggregate more than 1% of the
<PAGE>
                                      -41-

Equity Interests of such Person, other than Exempted Designated Person
Transactions (provided that this paragraph shall not prevent transactions
between or among a Company and any of its Subsidiaries in accordance with the
provisions of this Agreement).

                  4.12 Liens.

                  The Companies shall not, and shall not permit any Subsidiary
to, directly or indirectly, create, incur, assume or permit or suffer to exist
any Lien of any nature whatsoever (other than Permitted Liens) against any
assets of the Companies or any Subsidiary, whether owned at the Issue Date or
thereafter acquired, or any proceeds therefrom, or assign or otherwise convey
any right to receive income or profits therefrom.

                  4.13 Business Activities.

                  The Companies shall not, and shall not permit any Subsidiary
to, engage in any business other than a Permitted Business.

                  4.14 Corporate Existence.

                  (a) Corporate Existence. Subject to Article V hereof, each
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the applicable Company or any such Subsidiary and (ii) its rights
(charter and statutory), licenses and franchises and those of its Subsidiaries;
provided that the applicable Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors of the applicable Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of such Company and its Subsidiaries, taken as a whole,
and that the loss thereof is not adverse in any material respect to the Holders
of the Notes.

                  (b) Corporate Separateness. Each Company shall:

                  (i) maintain books and records and bank accounts separate from
         those of any other Person;

                  (ii) maintain its assets in such a manner that it is not
         costly or difficult to segregate, identify or ascertain such assets;

                  (iii) hold regular Board of Directors and shareholder
         meetings, as appropriate, to conduct the business of such Company, and
         observe all other corporate formalities;

                  (iv) hold itself out to creditors and the public as a legal
         entity separate and distinct from any other entity;

                  (v) prepare and file separate tax returns and separate
         financial statements in accordance with generally accepted accounting
         principles showing its assets and
<PAGE>
                                      -42-

         liabilities separate and apart from those of any other person or
         entity, or if the Companies are part of a consolidated group, then the
         Companies shall be shown collectively as a separate member of such
         group;

                  (vi) allocate and charge fairly and reasonably any common
         employee or overhead shared with Affiliates;

                  (vii) conduct business in its own name, and use separate
         stationery, invoices and checks;

                  (ix) not commingle its assets or funds with those of any other
         Person;

                  (x) except as otherwise permitted under this Agreement, not
         assume, guarantee or pay the debts or obligations of any other Person;

                  (xi) correct any known misunderstanding as to its separate
         identity;

                  (xii) except as otherwise permitted under this Agreement, not
         permit any Affiliate to guarantee or pay its obligations;

                  (xiii) except as otherwise permitted under this Agreement, not
         pledge assets for the benefit of any other entity or make loans,
         guarantees or advances to any other Person;

                  (xiv) pay salaries of its own employees and maintain a
         sufficient number of employees consistent with contemplated business
         operations;

                  (xv) except as otherwise permitted under this Agreement, not
         incur any Indebtedness;

                  (xvi) except as otherwise permitted under this Agreement, not
         hold evidence of Indebtedness issued by any other Person or entity.

                  (c) Constitutional Documents. Neither Company shall amend
Articles IV, XI, or XII of their respective Amended Articles of Incorporation.

                  4.15 Offer to Repurchase Upon Change of Control.

                  (a) Obligation to Repurchase. Upon the occurrence of any
Change of Control, each Holder will have the right to require that the Companies
purchase that Holder's Notes for a cash price (the "Change of Control Purchase
Price") equal to 101% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase. Within 30
days following any Change of Control, the Companies shall mail, or cause to be
mailed, to the Holders a notice:

                  (i) describing the transaction or transactions that constitute
         the Change of Control;
<PAGE>
                                      -43-

                  (ii) offering to purchase, pursuant to the procedures required
         by this Agreement and described in the notice (a "Change of Control
         Offer"), on a date specified in the notice (which shall be a Business
         Day not earlier than 30 days nor later than 60 days from the date the
         notice is mailed) (the "Change of Control Payment Date") and for the
         Change of Control Purchase Price, all Notes properly tendered by such
         Holder pursuant to such Change of Control Offer; and

                  (iii) describing the procedures that Holders must follow to
         accept the Change of Control Offer.

The Change of Control Offer is required to remain open for at least 20 Business
Days or for such longer period as is required by law.

                  The provisions of this Section 4.15 require the Companies to
make a Change of Control Offer following a Change of Control and shall be
applicable regardless of whether any other provisions of this Agreement are
applicable. The Companies may, at any time and from time to time, acquire Notes
by means other than a redemption, whether pursuant to an issuer tender offer,
open market purchase or otherwise, so long as the acquisition does not otherwise
violate the terms of this Article IV. The Companies shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.15, the Companies shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.15 by virtue of such compliance.

                  (b) Actions on Change of Control Payment Date. On the Change
of Control Payment Date, the Companies or their designated agent shall, to the
extent lawful, (A) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (B) deposit with the Paying
Agent an amount equal to the Change of Control Purchase Price in respect of all
Notes or portions thereof so tendered and (C) deliver or cause to be delivered
to the Trustee the Notes so accepted together with Officer's Certificates
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Companies. The Paying Agent shall promptly mail or deliver to
each Holder of Notes so tendered payment in an amount equal to the Change of
Control Purchase Price for the Notes, and the Trustee shall promptly
authenticate and mail or deliver (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered by such Holder, if any; provided, however, that each such
new Note shall be in a principal amount of $1 or an integral multiple thereof.
The Companies shall publicly announce the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.

                  (c) Effect of Third-Party Change of Control Offer.
Notwithstanding anything to the contrary in this Section 4.15, the Companies
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.15
hereof and all other provisions of this Agreement applicable to a Change of
Control Offer made by the Companies and purchases all Notes validly tendered and
not withdrawn under
<PAGE>
                                      -44-

such Change of Control Offer. In addition, the Companies shall not be required
to make a Change of Control Offer, as provided under this Section 4.15, if, in
connection with or in contemplation of any Change of Control, the Companies have
made an offer to purchase (an "Alternate Offer") any and all Notes validly
tendered at a cash price equal to or higher than the Change of Control Purchase
Price and have purchased, or will purchase prior to the date on which a Change
of Control Offer is required to be mailed, all Notes properly tendered in
accordance with the terms of such Alternate Offer; provided, however, that the
terms and conditions of such contemplated Change of Control are described in
reasonable detail to the Holders in the notice delivered in connection with such
Change of Control Offer.

                  4.16 Restricted Payments.

                  The Companies shall not, and shall not permit any Subsidiary
to, directly or indirectly: (1) declare or pay any dividend or make any other
payment or distribution on account of the Companies' or any of their
Subsidiaries' Equity Interests, including any payment in connection with any
merger or consolidation involving a Company or any Subsidiary (other than
dividends or distributions payable in Equity Interests, other than Disqualified
Stock); (2) purchase, redeem or otherwise acquire or retire for value (including
in connection with any merger or consolidation involving a Company or
Subsidiary) any Equity Interests of a Company, any Subsidiary or any Affiliate
of a Company; (3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes (other than, so long as no Event of Default shall have
occurred and be continuing, unremedied and unwaived, any such payment, purchase,
redemption, defeasance or other acquisition or retirement of intercompany
Indebtedness exclusively between or among the Companies and their Subsidiaries);
(4) make any Investments or (5) acquire any business or assets from, or Equity
Interests of, or be a party to any acquisition of, any Person (all such payments
and other actions set forth in the preceding clauses (1) through (5) being
collectively referred to as "Restricted Payments"); provided, that the Companies
and its Subsidiaries may make Restricted Payments if, at the time of and after
giving effect to such Payment:

                  (a) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof; and

                  (b) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Companies and their
         Subsidiaries after the Issue Date (excluding Restricted Payments
         permitted by the next succeeding paragraph, but including any
         Restricted Payments permitted by clause (vi) of the next paragraph to
         the extent paid to a Person other than the Companies or a Subsidiary)
         does not exceed Company Residual Cash Flow for the period commencing on
         the Issue Date through and including the date upon which such
         Restricted Payment is being made.

                  The foregoing provisions will not prohibit (without
duplication) any of the following:

                  (i) Investments outstanding on the date hereof;

                  (ii) Investments in cash and Cash Equivalents;
<PAGE>
                                      -45-

                  (iii) purchases by the Subsidiaries of inventory and other
         assets to be sold or used in the ordinary course of business;

                  (iv) the redemption, repurchase, retirement, defeasance or
         other acquisition of any Subordinated Indebtedness of a Company or any
         Subsidiary, or of Equity Interests of a Company, in exchange for, or
         out of the net cash proceeds of the substantially concurrent sale
         (other than to a Subsidiary) of, other Equity Interests of such Company
         (other than any Disqualified Stock);

                  (v) the defeasance, redemption, retirement, repurchase or
         other acquisition of Subordinated Indebtedness of a Company or any
         Subsidiary with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness;

                  (vi) the payment of any dividend in cash by a Subsidiary to
         the holders of its Equity Interests on a pro rata basis;

                  (vii) payments in respect of Subordinated Indebtedness
         permitted to be made to the holders thereof under the SAC Participation
         and Subordination Agreement;

                  (viii) any acquisition of property solely in exchange for the
         issuance of Equity Interests (other than Disqualified Stock) of a
         Company;

                  (ix) any merger by a Subsidiary (a) into another Subsidiary in
         a transaction that constitutes a Qualified Subsidiary Transaction or
         (b) into the Company, so long as such Company shall be the continuing
         or surviving entity;

                  (x) any transfer of assets by a Subsidiary (a) to another
         Subsidiary in a transaction that constitutes a Qualified Subsidiary
         Transaction or (b) to the Company;

                  (xi) the use of cash and Cash Equivalents held by the
         Companies and the Subsidiaries on the Issue Date for Investments in the
         Excluded Entities; or

                  (xii) any transfer or distribution of any Equity Interests in
         any Excluded Entity.

                  The amount of all Restricted Payments (other than cash) shall
be the Fair Market Value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by a Company (or Subsidiary,
as the case may be) pursuant to the Restricted Payment.

                  Nothing in this Agreement shall be deemed to limit the right
of the Companies during any period to make Restricted Payments from, or expend
or dispose of, Company Residual Cash Flow for such period in any manner that
they deem appropriate.
<PAGE>
                                      -46-

                  4.17 Insurance.

                  Each Company will, and will cause each of its Subsidiaries to,
keep insured by financially sound and reputable insurers all assets of a
character usually insured by similarly situated corporations engaged in the same
or similar business against loss or damage of the kinds and in the amounts
customarily insured against by such corporations.

                  4.18 Issuance of Certain Equity Interests.

                  The Companies shall not permit any of their Subsidiaries to
issue any of its Equity Interests (other than, if necessary, shares of capital
stock constituting directors' qualifying shares) to any Person other than to a
Company or to a Subsidiary of the Company of which the issuing Subsidiary is a
Wholly Owned Subsidiary.

                  4.19 Payments for Consents.

                  Neither the Companies nor any of their Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid or is paid to all
Holders that consent, waive or agree to amend such terms or provisions of this
Indenture or the Notes in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

                                    ARTICLE V

                                   SUCCESSORS

                  5.01 Merger, Consolidation, or Sale of Assets.

                  No Company shall, directly or indirectly, in a single
transaction or a series of related transactions, consolidate or merge with or
into or sell, lease, transfer, convey or otherwise dispose of or assign all or
substantially all of the assets of such Company or such Company and its
Subsidiaries (taken as a whole) unless:

                  (a) either:

                           (i) such Company will be the surviving or continuing
                  Person; or

                           (ii) the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made ("Successor") is
                  an entity organized and existing under the laws of any State
                  of the United States of America or the District of Columbia,
                  and the Successor expressly assumes, by supplemental indenture
                  in form and substance satisfactory to the Trustee, all of the
                  obligations of such Company under the Notes and this
                  Agreement;
<PAGE>
                                      -47-

                  (b) immediately after giving effect to such transaction and,
         if applicable, the assumption of the obligations as set forth in clause
         (a)(ii) above and the incurrence of any Indebtedness to be incurred in
         connection therewith, no Default shall have occurred and be continuing;
         and

                  (c) immediately after and giving effect to such transaction
         and, if applicable, the assumption of the obligations set forth in
         clause (a)(ii) above and the incurrence of any Indebtedness to be
         incurred in connection therewith, and the use of any net proceeds
         therefrom on a pro forma basis, the Consolidated Net Worth of such
         Company or the Successor, as the case may be, would be at least equal
         to the Consolidated Net Worth of such Company immediately prior to such
         transaction.

                  For purposes of this Section 5.01, any Indebtedness of the
Successor which was not Indebtedness of such Company immediately prior to the
transaction shall be deemed to have been incurred in connection with such
transaction.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of a
Company's Subsidiaries, the Equity Interests of which constitute all or
substantially all of the properties and assets of a Company, shall be deemed to
be the transfer of all or substantially all of the properties and assets of such
Company.

                  5.02 Successor Substituted.

                  Upon any consolidation, combination or merger of a Company, or
any transfer of all or substantially all of the assets of a Company in
accordance with Section 5.01 hereof, in which such Company is not a continuing
obligor under the Notes, the surviving entity formed by such consolidation or
into which the Company is merged or to which the conveyance, lease or transfer
is made will succeed to, and be substituted for (so that from and after the date
of such consolidation, combination, merger, conveyance, lease or transfer, the
provisions of this Agreement referring to a "Company" shall refer instead to the
successor corporation and not to the applicable Company), and such continuing
entity may exercise every right and power of, a Company under this Agreement and
the Notes with the same effect as if such surviving entity had been named
therein as a Company and, such Company will be released from the obligation to
pay the principal of and interest on the Notes and all of the Company's other
obligations and covenants under the Notes and this Agreement, if applicable.
<PAGE>
                                      -48-

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  6.01 Events of Default.

                  Each of the following is an "Event of Default":

                  (a) failure by the Companies to pay interest on any of the
         Notes when it becomes due and payable and the continuance of any such
         failure for 5 days;

                  (b) failure by the Companies to pay the principal of any of
         the Notes when it becomes due and payable, whether at stated maturity,
         upon redemption, upon purchase, upon acceleration or otherwise;

                  (c) failure by the Companies to comply with any of its
         agreements or covenants described under Sections 4.08, 4.09, 4.10, 4.15
         and 5.01 hereof;

                  (d) failure by the Companies to comply with any other
         agreement or covenant in this Agreement and continuance of this failure
         for 30 days after notice of the failure has been given to the Companies
         by the Trustee or to the Companies and the Trustee by the Holders of at
         least 25% of the aggregate principal amount of the Notes then
         outstanding;

                  (e) default in the payment when due at stated maturity,
         mandatory redemption or otherwise of any (i) Subsidiary Securitization
         or (ii) Indebtedness that aggregates $10.0 million or more of any of
         the Companies or any Subsidiary, whether such Subsidiary Securitization
         or Indebtedness now exists or is incurred after the Issue Date, or
         default in respect of any such Subsidiary Securitization or
         Indebtedness which default results in the acceleration of such
         Subsidiary Securitization or Indebtedness prior to its express stated
         maturity and such default (whether at maturity, by acceleration or
         otherwise) is not cured or waived, such acceleration is not rescinded
         or such indebtedness is not paid within 30 days of notice from the
         occurrence of such acceleration;

                  (f) one or more final judgments or orders that exceed $10.0
         million in the aggregate (net of amounts bonded, covered by insurance
         or covered by a binding agreement for indemnification from a third
         party) for the payment of money have been entered by a court or courts
         of competent jurisdiction against any Company or any Subsidiary and
         such judgment or judgments have not been satisfied, stayed, annulled or
         rescinded within 30 days of being entered or, in the event such
         judgments have been bonded to the extent required pending appeal, after
         the date such judgments become non-appealable;
<PAGE>
                                      -49-

                  (g) any Company or any Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law:

                           (i) commences a voluntary case,

                           (ii) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (iii) consents to the appointment of a Custodian of
                  it or for all or substantially all of its assets, or

                           (iv) makes a general assignment for the benefit of
                  its creditors; or

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i) is for relief against any Company or any
                  Subsidiary as debtor in an involuntary case,

                           (ii) appoints a Custodian of any Company or any
                  Subsidiary or a Custodian for all or substantially all of the
                  assets of any Company or any Significant Subsidiary,

                           (iii) orders the liquidation of any Company or any
                  Subsidiary;

         and the order or decree remains unstayed and in effect for 60 days; or

                  (i) failure by the Companies to comply with any provision of
         the SAC Participation and Subordination Agreement and continuance of
         such failure for 30 days after notice of the failure has been given to
         the Companies by the Trustee or to the Companies and the Trustee by the
         Holders of at least 25% of the aggregate principal amount of the Notes
         then outstanding.

                  6.02 Acceleration.

                  If an Event of Default (other than an Event of Default
specified in Section 6.01(g) or 6.01(h) hereof with respect to a Company) shall
have occurred and be continuing, the Trustee, by written notice to the Companies
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Companies and the Trustee, may declare all
amounts owing under the Notes to be due and payable immediately. Upon such
declaration of acceleration, the aggregate principal of, premium, if any, and
accrued and unpaid interest on the outstanding Notes shall immediately become
due and payable; provided, however, that after such acceleration, but before a
judgment or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may, by written notice to the Trustee
on behalf of all of the Holders of the then outstanding Notes, rescind and annul
such acceleration and its consequences if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Agreement. If
<PAGE>
                                      -50-

an Event of Default specified in Section 6.01(g) or 6.01(h) hereof occurs with
respect to a Company, all outstanding Notes shall become due and payable without
any further action or notice.

                  6.03 Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Agreement.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

                  6.04 Waiver of Past Defaults.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on, the
Notes (including in connection with an offer to purchase) (provided that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Agreement; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                  6.05 Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Agreement that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.
<PAGE>
                                      -51-

                  6.06 Limitation on Suits.

                  A Holder of a Note may institute a proceeding with respect to
this Agreement or the Notes or for any remedy hereunder or thereunder only if:

                  (a) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default;

                  (b) the Holders of at least 25% in aggregate principal amount
         of the then outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (c) such Holder of a Note or Holders of Notes offer and, if
         requested, provide to the Trustee indemnity satisfactory to the Trustee
         against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                  (e) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.

                  A Holder of a Note may not use this Agreement to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of, premium, if
any, or interest on such Note on or after the due date therefor (after giving
effect to the grace period specified in Section 6.01(a) hereof).

                  6.07 Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Agreement, the
right of any Holder of a Note to receive payment of principal, premium, if any,
and interest on the Note, on or after the respective due dates expressed in the
Note (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

                  6.08 Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(a) or (b)
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Companies for the
whole amount of principal of, premium, if any, and interest remaining unpaid on
the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.
<PAGE>
                                      -52-

                  6.09 Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Companies (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any Custodian in
any such judicial proceeding is hereby authorized and directed by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                  6.10 Priorities.

                  If the Trustee collects any money pursuant to this Article VI,
it shall pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium, if any, and interest, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes for principal, premium, if any, and interest,
         respectively; and

                  Third: to the Companies or to such party as a court of
         competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

                  6.11 Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Agreement or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good
<PAGE>
                                      -53-

faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee or a suit by a Holder of a Note pursuant
to Section 6.07 hereof.

                                   ARTICLE VII

                                     TRUSTEE

                  7.01 Duties of Trustee.

                  (a) During an Event of Default. If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in its exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

                  (b) Duties Generally. Except during the continuance of an
         Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Agreement and the Trustee need perform
         only those duties that are specifically set forth in this Agreement and
         no others, and no implied covenants or obligations shall be read into
         this Agreement against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Agreement, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

                  (c) Standard of Responsibility. The Trustee may not be
relieved from liabilities for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                  (i) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section 7.01;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d) Expenditures of Funds, Etc. No provision of this Agreement
shall require the Trustee to expend or risk its own funds or incur any
liability. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Agreement at the request of any
<PAGE>
                                      -54-

Holders, unless such Holders shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

                  (e) Applicability of Sections 7.01 and 7.02. Whether or not
therein expressly so provided, every provision of this Agreement that in any way
relates to the Trustee is subject to Sections 7.01 and 7.02.

                  (f) No Liability for Interest. The Trustee shall not be liable
for interest on any money received by it except as the Trustee may agree in
writing with the Companies. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

                  (g) Trustee Counsel. The Trustee may consult with counsel of
its selection and any Opinion of Counsel shall, with respect to legal issues
addresses in such Opinion of Counsel, be full and complete protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance upon the conclusions expressed in such Opinion of
Counsel with respect to such issues.

                  (h) Execution of Powers. The Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys.

                  7.02 Rights of Trustee.

                  (a) Reliance on Documents. The Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

                  (b) Officer's Certificate and Opinions of Counsel. Before the
Trustee acts or refrains from acting, it may require an Officer's Certificate or
an Opinion of Counsel or both. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officer's Certificate
or Opinion of Counsel.

                  (c) Attorneys and Agents. The Trustee may act through its
attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.

                  (d) Actions Taken in Good Faith. The Trustee shall not be
liable for any action it takes or omits to take in good faith that it believes
to be authorized or within the rights or powers conferred upon it by this
Agreement.

                  (e) Reliance on signature of Companies' Officer. Unless
otherwise specifically provided in this Agreement, any demand, request,
direction or notice from the Companies shall be sufficient if signed by a
respective Officer of each of the Companies.

                  (f) Right to Indemnity. The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Agreement at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee security or indemnity reasonably
<PAGE>
                                      -55-

satisfactory to it against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

                  (g) No Investigation. The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it sees fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Companies,
personally or by agent or attorney, and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

                  (h) No Deemed Notice of Default. The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and
this Agreement.

                  (i) Multiple Capacities. The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, Depositary
Custodian and other Person employed to act hereunder.

                  (j) Request for List of Authorized Officers. The Trustee may
request that each of the Companies deliver an Officer's Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Agreement, which Officer's
Certificate may be signed by any Person authorized to sign an Officer's
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded.

                  7.03 Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Companies or any
Affiliate of the Companies with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

                  7.04 Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement or the Notes, it
shall not be accountable for the Companies' use of the proceeds from the Notes
or any money paid to the Companies or upon the Companies' direction under any
provision of this Agreement, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any
<PAGE>
                                      -56-

other document in connection with the sale of the Notes or pursuant to this
Agreement other than its certificate of authentication.

                  7.05 Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing and
if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default or Event of Default
within 20 days after such Default or Event of Default becomes known to such
Responsible Officer. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

                  7.06 Reports by Trustee to Holders of the Notes.

                  Within 60 days after each September 1 beginning with the
September 1 following the date of this Agreement, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Companies and filed with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Companies shall promptly notify the Trustee when the Notes are
listed on any stock exchange or of any delisting thereof.

                  7.07 Compensation and Indemnity.

                  The Companies shall pay to the Trustee from time to time such
compensation for its acceptance of this Agreement and services hereunder as the
Companies and the Trustee shall agree to in writing from time to time. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Companies shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

                  The Companies shall jointly and severally indemnify the
Trustee and any predecessor Trustee and their agents against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Agreement, including the
costs and expenses of enforcing this Agreement against the Companies (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Companies or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Companies promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Companies shall not relieve the Companies of their obligations hereunder. The
<PAGE>
                                      -57-

Companies shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Companies shall pay the reasonable
fees and expenses of such counsel. The Companies need not pay for any settlement
made without its consent, which shall not be unreasonably withheld.

                  To secure the Companies' payment obligations in this Section,
the Trustee will have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, and interest on particular Notes.

                  The obligations of the Companies under this Section 7.07 shall
survive the satisfaction and discharge of this Agreement.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(h) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  7.08 Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Companies. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Companies in writing. The
Companies may remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10 hereof;

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c) a Custodian or public officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting or refuses to act
         in accordance with this Indenture.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Companies shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Companies.
<PAGE>
                                      -58-


            If a successor Trustee does not take office within 90 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Companies, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Companies, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Companies. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Agreement. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Companies' obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

            7.09  Successor Trustee by Merger, etc.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

            7.10  Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus
(together with that of its parent) of at least $50.0 million as set forth in its
most recent published annual report of condition.

            This Agreement shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

            7.11  Preferential Collection of Claims Against Company.

            The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


<PAGE>

                                      -59-


                                  ARTICLE VIII

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

            8.01  Option to Effect Legal Defeasance or Covenant Defeasance.

            The Companies at their option, may at any time elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article VIII.

            8.02  Legal Defeasance and Discharge.

            Upon the Companies' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Companies shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Companies shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Agreement
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Agreement (and the Trustee, on demand of
and at the expense of the Companies, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.05 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Companies' obligations with respect to such Notes under Article
II and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Companies' obligations in connection
therewith, and (d) this Article VIII. Subject to compliance with this Article
VIII, the Companies may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

            8.03  Covenant Defeasance.

            Upon the Companies' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Companies shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their obligations under the covenants contained in Sections 4.03, 4.04,
4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19
hereof and clause (b)(iii) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Companies may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly,



<PAGE>
                                      -60-


by reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Agreement and such Notes shall be unaffected thereby. In
addition, upon the Companies' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(f)
hereof shall not constitute Events of Default.

            8.04  Conditions to Legal or Covenant Defeasance.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

      In order to exercise either Legal Defeasance or Covenant Defeasance:

            (a) the Companies must, in aggregate, irrevocably deposit with the
      Trustee, in trust, for the benefit of the Holders, United States dollars,
      U.S. Government Obligations or a combination thereof, in such amounts as
      will be sufficient (without reinvestment) in the opinion of a nationally
      recognized firm of independent public accountants selected by the
      Companies, to pay the principal of, premium, if any, and interest on the
      then outstanding Notes on the stated date for payment or on the redemption
      date of the principal, premium, if any, or installment of principal,
      premium, if any, of or interest on the Notes, and the Holders must have a
      valid, perfected, exclusive security interest in such trust;

            (b) in the case of an election under Section 8.02 hereof, the
      Companies shall have delivered to the Trustee an opinion of counsel in the
      United States reasonably acceptable to the Trustee confirming that (i) the
      Companies have received from, or there has been published by, the Internal
      Revenue Service a ruling or (ii) since the date of this Agreement, there
      has been a change in the applicable U.S. federal income tax law, in either
      case to the effect that, and based thereon such opinion of counsel shall
      confirm that, the Holders of the outstanding Notes will not recognize
      income, gain or loss for U.S. federal income tax purposes as a result of
      such Legal Defeasance and will be subject to U.S. federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if such Legal Defeasance had not occurred;

            (c) in the case of an election under Section 8.03 hereof, the
      Companies shall have delivered to the Trustee an opinion of counsel in the
      United States reasonably acceptable to the Trustee confirming that the
      Holders of the outstanding Notes will not recognize income, gain or loss
      for U.S. federal income tax purposes as a result of such Covenant
      Defeasance and will be subject to U.S. federal income tax on the same
      amounts, in the same manner and at the same times as would have been the
      case if such Covenant Defeasance had not occurred;


<PAGE>
                                      -61-


            (d) no Default shall have occurred and be continuing on the date of
      such deposit (other than a Default resulting from the borrowing of funds
      to be applied to such deposit and the grant of any Lien securing such
      borrowing);

            (e) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under this Agreement or
      any other material agreement or instrument to which the Companies or any
      of their Subsidiaries are a party or by which the Companies or any of
      their Subsidiaries are bound;

            (f) the Companies shall have delivered to the Trustee Officer's
      Certificates stating that the deposit was not made by the Companies with
      the intent of preferring the Holders over any other creditors of the
      Companies or with the intent of defeating, hindering, delaying or
      defrauding any other creditors of the Companies; and

            (g) the Companies shall have delivered to the Trustee Officer's
      Certificates and an Opinion of Counsel, each stating that the conditions
      provided for in, in the case of the Officer's Certificates, clauses (a)
      through (f) and, in the case of the Opinion of Counsel, clauses (a) (with
      respect to the validity and perfection of the security interest), (b)
      and/or (c) and (e) of this Section 8.04 have been complied with.

            8.05  Deposited Money and U.S. Government Obligations to Be Held
                  in Trust; Other Miscellaneous Provisions.

            Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Agreement, to the payment, either directly or
through any Paying Agent (including either or both of the Companies acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Companies shall jointly and severally pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
money or U.S. Government Obligations deposited pursuant to Section 8.04 hereof
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

            Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Companies from time to time upon the request
of the Companies any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


<PAGE>
                                      -62-


            8.06  Repayment to Companies.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Companies, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years (or such
shorter period of time for return of such money under applicable abandoned
property laws) after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Companies on their request or (if then held
by the Companies) shall be discharged from such trust; and the Holder of such
Note shall thereafter be permitted to look only to the Companies for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Companies as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Companies cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Companies.

            8.07  Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Companies'
Obligations under this Agreement and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof; provided, however, that, if the
Companies make any payment of principal of, premium, if any, or interest on any
Note following the reinstatement of their Obligations under this Agreement and
the Notes, the Companies shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

            9.01  Without Consent of Holders of Notes.

            Notwithstanding Section 9.02 hereof, the Companies and the Trustee
may amend or supplement this Agreement or the Notes without the consent of any
Holder of a Note:

            (a) to cure any ambiguity, defect or inconsistency;

            (b) to provide for uncertificated Notes in addition to or in
      place of certificated Notes;


<PAGE>
                                      -63-


            (c) to provide for the assumption of the Companies' obligations to
      the Holders of the Notes in the case of a merger, consolidation or
      acquisition by a successor to any of the Companies pursuant to Article V
      hereof;

            (d) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes, or that does not materially
      adversely affect the legal rights hereunder of any Holder of the Notes; or

            (e) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Agreement under the TIA.

            Upon the request of the Companies accompanied by a resolution of
their respective Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 9.06 hereof, the Trustee shall join with the
Companies in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Agreement and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Agreement or otherwise.

            9.02  With Consent of Holders of Notes.

            Except as provided below in this Section 9.02, the Companies and the
Trustee may amend or supplement this Agreement (including Section 4.15 hereof)
and the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class, and,
subject to Sections 6.04 and 6.07 hereof, any existing Default (other than a
Default in the payment of the principal of, premium, if any, or interest on the
Notes) under, or compliance with any provision of, this Agreement or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes voting as a single class, in each case determined
as provided in Section 2.08 and 2.09 hereof and including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes.

            However, without the consent of each Holder affected, an amendment
or waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

            (a) change the maturity of any Note;

            (b) reduce the amount, extend the due date or otherwise affect
      the terms of any scheduled payment of interest on or principal of the
      Notes;

            (c) change the date on which any Notes are subject to
      redemption or otherwise alter the provisions with respect to the
      redemption of the Notes;

            (d) make any Note payable in money or currency other than that
      stated in the Notes;


<PAGE>
                                      -64-


            (e) modify or change any provision of this Agreement or its related
      definitions to affect the ranking of the Notes in a manner that adversely
      affects the Holders;

            (f) reduce the percentage of Holders necessary to consent to an
      amendment, supplement or waiver to this Agreement or the Notes;

            (g) impair the rights of Holders to receive payments of
      principal of or interest on the Notes; or

            (h) make any change in these amendment and waiver provisions.

            Any amendment to Section 4.09 hereof or the related definitions that
could adversely affect the rights of any Holder shall require the consent of the
Holders of at least 66-2/3% in aggregate principal amount of the Notes then
outstanding.

            Upon the request of the Companies accompanied by a resolution of
their respective Boards of Directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee shall join with the Companies in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee's own rights, duties or immunities under this
Agreement or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.

            It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Companies shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Companies to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Companies with any provision of this Agreement or the Notes.

            In connection with any amendment, supplement or waiver, the
Companies may, but shall not be obligated to, offer any Holder who consents to
such amendment, supplement or waiver, or to all Holders, consideration for such
Holder's consent to such amendment, supplement or waiver.


<PAGE>
                                      -65-


            9.03  Compliance with Trust Indenture Act.

            Every amendment or supplement to this Agreement or the Notes shall
be set forth in an amended or supplemental indenture that complies with the TIA
as then in effect.

            9.04  Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

            9.05  Notation on or Exchange of Notes.

            The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Companies may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.

            Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.

            9.06  Trustee to Sign Amendments, etc.

            The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Companies may not sign an amendment or supplemental indenture until the
Board of Directors approves it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents
required by Section 11.04 hereof, an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amendment or supplemental indenture
is authorized or permitted by this Agreement and that all conditions precedent
in connection therewith have been satisfied.

                                    ARTICLE X

                           SATISFACTION AND DISCHARGE

            10.01 Satisfaction and Discharge.

            This Agreement shall be discharged and will cease to be of further
effect (except as to rights of registration of transfer or exchange of Notes
which shall survive until all Notes have been canceled) as to all outstanding
Notes issued hereunder, when either:


<PAGE>
                                      -66-


            (a) all the Notes that have been authenticated and delivered (except
      lost, stolen or destroyed Notes which have been replaced or paid and Notes
      for whose payment money has been deposited in trust or segregated and held
      in trust by the Companies and thereafter repaid to the Companies or
      discharged from this trust) have been delivered to the Trustee for
      cancellation, or

            (b) all Notes not delivered to the Trustee for cancellation
      otherwise have become due and payable or will become due and payable
      within one year, or have been called for redemption pursuant to Section
      3.07 and Section 3.08 hereof, and the Companies have irrevocably deposited
      or caused to be deposited with the Trustee trust funds in trust in an
      amount of money or U.S. Government Obligations or any combination thereof,
      sufficient to pay and discharge the entire Indebtedness (including all
      principal, premium, if any and accrued interest) on the Notes not
      theretofore delivered to the Trustee for cancellation,

                  (i) the Companies have paid all sums payable by it under
            this Agreement,

                  (ii) the Companies have delivered irrevocable instructions to
            the Trustee to apply the deposited money toward the payment of the
            Notes at maturity or on the date of redemption, as the case may be,
            and

                  (iii) the Holders have a valid, perfected, exclusive security
            interest in this trust.

            In addition, the Companies shall deliver an Officer's Certificate
from each Company and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.

            Notwithstanding the satisfaction and discharge of this Agreement, if
money or U.S. Government Obligations have been deposited with the Trustee
pursuant to clause (b) of this Section, the provisions of Section 10.02 and
Section 8.06 hereof will survive. In addition, nothing in this Section 10.01
will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms survive the satisfaction and discharge of this Agreement.

            10.02 Application of Trust Money.

            Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 10.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Agreement, to the payment, either directly or through any Paying Agent
(including the Companies acting as their own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


<PAGE>
                                      -67-


            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 10.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Companies' obligations under this Agreement and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
10.01 hereof; provided, however, that if the Companies have made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of their obligations, the Companies shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE XI

                                  MISCELLANEOUS

            11.01 Trust Indenture Act Controls.

            If any provision of this Agreement limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties shall control.

            11.02 Notices.

            Any notice or communication by the Companies or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

            If to SAC Holding Corporation or SAC Holding II Corporation:

            SAC HOLDING CORPORATION
            SAC HOLDING II CORPORATION
            715 South Country Club Drive
            Mesa, Arizona  85210
            Telecopier No.:  (480) 835-5478
            Attention:  President

      With a copy to:

            Torys LLP
            237 Park Avenue
            New York, New York  10017
            Telecopier No:  (212) 682- 0200
            Attention:  Miroslav Fajt

      If to the Trustee:

            Law Debenture Trust Company of New York


<PAGE>
                                      -68-


            767 Third Avenue, 31st Floor
            New York, NY 10017, (212) 750-7464
            Telecopier No:Patrick Healy
            Attention: (212) 750-1361

            The Companies or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

            If any Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

            11.03 Communication by Holders of Notes with Other Holders of
      Notes.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Agreement or the Notes. The
Companies, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

            11.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Companies to the Trustee to
take any action under this Agreement, the Companies shall furnish to the
Trustee:

            (a) an Officer's Certificate from each Company in form and substance
      reasonably satisfactory to the Trustee (which shall include the statements
      set forth in Section 11.05 hereof) stating that, in the opinion of the
      signers, all conditions precedent and covenants, if any, provided for in
      this Agreement relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 11.05 hereof) stating



<PAGE>
                                      -69-


      that, in the opinion of such counsel, all such conditions precedent and
      covenants have been satisfied.

            11.05 Statements Required in Certificate or Opinion.

            Each certificate or Opinion of Counsel or opinion with respect to
compliance with a condition or covenant provided for in this Agreement (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with
the provisions of TIA Section 314(e) and shall include:

            (a) a statement that the Person making such certificate,
      Opinion of Counsel or opinion has read such covenant or condition;

            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements, Opinions of Counsel or
      opinions contained in such certificate or opinion are based;

            (c) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

            (d) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been satisfied.

            11.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

            11.07 No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Companies, as such, shall have any liability for any
obligations of the applicable Company under the Notes, this Agreement or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.

            11.08 Governing Law.

            THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR Section 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.


<PAGE>
                                      -70-




                  11.09    No Adverse Interpretation of Other Agreements.

                  This Agreement may not be used to interpret any other
indenture, loan or debt agreement of either of the Companies or their
Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Agreement.

                  11.10    Successors.

                  All agreements of the Companies in this Agreement and the
Notes shall bind their respective successors. All agreements of the Trustee in
this Agreement shall bind its successors.

                  11.11    Joint and Several Liability.

                  The Companies shall be jointly and severally liable for the
Obligations contained in this Agreement and the Notes.

                  11.12    Severability.

                  In case any provision in this Agreement or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

                  11.13    Counterpart Originals.

                  The parties may sign any number of copies of this Agreement.
Each signed copy shall be an original, but all of them together represent the
same agreement.

                  11.14    Table of Contents, Headings, etc.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Agreement have been inserted for convenience
of reference only, are not to be considered a part of this Agreement and shall
in no way modify or restrict any of the terms or provisions hereof.

                            [Signature Pages Follow]



<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed in their respective capacities as set forth below
as of the date first written above

                        SAC HOLDING CORPORATION




                        By:
                               Name: /s/ Mark V. Shoen
                                    --------------------------------------------
                               Title: President
                                     -------------------------------------------




                        SAC HOLDING II CORPORATION




                        By:
                               Name: /s/ Mark V. Shoen
                                    --------------------------------------------
                               Title: President
                                     -------------------------------------------




                        LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee




                        By:  /s/ Patrick J. Healy
                            --------------------------------------------
                            Name: Patrick J. Healy
                            Title: Vice President




<PAGE>




                                                                      SCHEDULE I

                              Existing Indebtedness
<TABLE>
<CAPTION>
                            SR DEBT                                                                               ACCURRED DEFERRED
    SAC              (SECURED INDEBTEDNESS)       SR NOTE               JR DEBT (AMERCO)  OLIC / RWIC DEBT            INTEREST
    ---              ----------------------       -------               ----------------  ----------------            --------
<S>                  <C>                       <C>                      <C>               <C>                     <C>
    SACH

                                                200,000,000               56,110,360
   883075

                                                                                                                         1,290

   796065

                                                                                                                       111,505

     3                      68,224,208

     6                      28,398,872                                                       2,886,104               1,004,939

     7*                     27,272,707                                                      11,784,267

     8                       9,095,619                                                         393,767

     9                       8,452,142                                                         373,727

     10                      9,706,026                                                         310,680

     11                     30,442,748                                                       1,075,382

     12                     15,537,603                                                                               1,872,886
     13                     14,355,384

     14                     13,273,244                                                                               1,152,868
     15                     17,850,690

     16                     16,490,977                                                                                 275,936
     17                     16,190,177

     18                     25,151,061                                    20,127,980                                 1,953,625

     20                     12,779,924                                    10,729,841                                 6,348,019

     21                     14,397,374                                    13,283,909

     22                     11,252,169                                    10,902,524

     23                     11,345,805                                    12,173,188

     24                     21,413,127                                    21,299,196         8,793,317

     25                     20,176,831                                    20,180,254
     26                     15,293,410                                    12,418,944
     27                     22,127,846                                    21,189,386
                         -------------         ------------          ---------------       -----------             -----------
   TOTAL                 $ 429,227,945         $200,000,000          $   198,415,583       $16,823,927             $21,514,387
                         =============         ============          ===============       ===========             ===========
</TABLE>

ALL BALANCES AS OF MARCH 4, 2004


<PAGE>



                                                                     SCHEDULE II

                                               Existing Investments
<TABLE>
<CAPTION>
                                                                                            Percentage of
                                                                                         Voting Stock Owned
                         Name of Entity                              Jurisdiction of     by Immediate Parent
                         --------------                              ----------------       ----------------
                                                                      Incorporation
                                                                      -------------
<S>                                                                  <C>                 <C>
   FIRST LEVEL SUBSIDIARY
   A.   SAC HOLDING CORPORATION                                           Nevada                 100%
        SECOND LEVEL SUBSIDIARIES
        1.  Three SAC Self-Storage Corporation                            Nevada                 100%
        2.  Six SAC Self-Storage Corporation                              Nevada                 100%
           THIRD LEVEL SUBSIDIARIES
           a. Six-A SAC Self-Storage Corporation                          Nevada                 100%
           b. Six-B SAC Self-Storage Corporation                          Nevada                 100%
           c. Six-C SAC Self-Storage Corporation                          Nevada                 100%
        3.  Seven SAC Self-Storage Corporation                            Nevada                 100%
              THIRD LEVEL SUBSIDIARIES
              a. On-Guard Self-Storage Corporation                        Nevada                 100%
        4.  Eight SAC Self-Storage Corporation                            Nevada                 100%
        5.  Nine SAC Self-Storage Corporation                             Nevada                 100%
        6.  Ten SAC Self-Storage Corporation                              Nevada                 100%
        7.  Eleven SAC Self-Storage Corporation                           Nevada                 100%
        8.  Twelve SAC Self-Storage Corporation                           Nevada                 100%
        9.  Thirteen SAC Self-Storage Corporation                         Nevada                 100%
        10. Fourteen SAC Self-Storage Corporation                         Nevada                 100%
        11. Fifteen SAC Self-Storage Corporation                          Nevada                 100%
        12. Sixteen SAC Self-Storage Corporation                          Nevada                 100%
        13. Seventeen SAC Self-Storage Corporation                        Nevada                 100%
        14. Eighteen SAC Self-Storage Corporation                         Nevada                 100%
        15. Twenty SAC Self-Storage Corporation                           Nevada                 100%
        16. Twenty-One SAC Self-Storage Corporation                       Nevada                 100%
        17. Twenty-Two SAC Self-Storage Corporation                       Nevada                 100%
        18. Twenty-Three SAC Self-Storage Corporation                     Nevada                 100%

   FIRST LEVEL SUBSIDIARY
   B.   SAC HOLDING II CORPORATION                                        Nevada                 100%
        SECOND LEVEL SUBSIDIARY
        1.  SAC Financial Corporation                                     Nevada                 100%
                    THIRD LEVEL SUBSIDIARIES
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                                                            Percentage of
                                                                                         Voting Stock Owned
                         Name of Entity                              Jurisdiction of     by Immediate Parent
                         --------------                              ----------------       ----------------
                                                                      Incorporation
                                                                      -------------
<S>                                                                  <C>                 <C>
               a.   Twenty-Four SAC Self-Storage Limited                  Nevada                  99%
                    Partnership
               b.   Twenty-Five SAC Self-Storage Limited                  Nevada                  99%
                    Partnership
               c.   Twenty-Six SAC Self-Storage Limited                   Nevada                  99%
                    Partnership
               d.   Twenty Seven SAC Self-Storage Limited                 Nevada                  99%
                    Partnership
        SECOND LEVEL SUBSIDIARY
        2.    Twenty-Four SAC Self-Storage GP Corporation                 Nevada                 100%
               THIRD LEVEL SUBSIDIARIES
               a.   Twenty-Four SAC Self-Storage Limited                  Nevada                   1%
                    Partnership
        SECOND LEVEL SUBSIDIARY
        3.     Twenty-Five SAC Self-Storage GP Corporation
                                                                          Nevada                 100%
               THIRD LEVEL SUBSIDIARY
               a.   Twenty-Five SAC Self-Storage Limited                  Nevada                   1%
                    Partnership
        SECOND LEVEL SUBSIDIARY
        4.  Twenty-Six SAC Self-Storage GP Corporation                    Nevada                 100%
               THIRD LEVEL SUBSIDIARY
               a.   Twenty-Six SAC Self-Storage Limited                   Nevada                   1%
                    Partnership
        SECOND LEVEL SUBSIDIARY
        5.  Twenty Seven SAC Self-Storage GP Corporation                  Nevada                 100%
               THIRD LEVEL SUBSIDIARIES
               d.   Twenty Seven SAC Self-Storage Limited                 Nevada                   1%
                    Partnership
</TABLE>





<PAGE>

                                    EXHIBIT A

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

                                 [FACE OF NOTE]



                                                       CUSIP Number: 78572H AA 4

                                                       ISIN Number: US78572HAA41


                           8.5% Senior Notes due 2014

No. ___                                                             $200,000,000

SAC HOLDING CORPORATION and SAC HOLDING II CORPORATION promise to pay to CEDE &
CO., or its registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
on March 15, 2014.



      Interest Payment Dates: March 15, June 15, September 15 and December 15,
commencing June 15, 2004.

      Record Dates: March 1, June 1, September 1 and December 1.


Additional provisions of this Note are set forth on the reverse side of this
Note.

                                      A-1
<PAGE>

                                      -2-

      IN WITNESS WHEREOF, each Company has caused this Note to be signed
manually by its duly authorized officer.

                                       SAC HOLDING CORPORATION


                                       By:
                                           ---------------------------------
                                           Name:
                                           Title:

                                       SAC HOLDING II CORPORATION


                                       By:
                                           ---------------------------------
                                           Name:
                                           Title:

This is one of the Notes referred to in the within-mentioned Indenture:

Dated:  _______________, ____

                                       LAW DEBENTURE TRUST COMPANY OF NEW YORK,
                                       as Trustee



                                       By:
                                           ---------------------------------
                                           Authorized Signatory






                                      A-2
<PAGE>
                                      -3-


                             [REVERSE SIDE OF NOTE]

                           8.5% SENIOR NOTES DUE 2014

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  INTEREST. SAC HOLDING CORPORATION and SAC HOLDING II
CORPORATION, each a Nevada corporation (collectively, the "Companies" and
individually, a "Company"), jointly and severally promise to pay interest on the
principal amount of this Note at 8.5% per annum from March 15, 2004 until
maturity. The Companies will pay interest quarterly in arrears on March 15, June
15, September 15 and December 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be March 15, 2004. The Companies shall pay
interest on overdue principal and premium, if any, from time to time on demand
at a rate that is 1% per annum in excess of the rate then in effect; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  METHOD OF PAYMENT. The Companies will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the March 1, June 1, September 1 or December 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium, if any, and interest at the office or
agency of the Companies maintained for such purpose within or without the City
and State of New York, or, at the option of the Companies, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of, premium, if any,
and interest on all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Companies or the Paying Agent at
least ten Business Days prior to the applicable payment date. Such payment shall
be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                  AGENT AND REGISTRAR. Initially, Debenture Trust Company of New
York, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Companies may change any Paying Agent or Registrar without notice to any
Holder. The Companies or any of their Subsidiaries may act in any such capacity.

                  INDENTURE. The Companies issued the Notes under an Indenture
dated as of March 15, 2004 ("Indenture") among the Companies and the Trustee.
The terms of the Notes


                                      A-3
<PAGE>

                                      -4-

include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Section
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
obligations of the Companies limited to $200.0 million in aggregate principal
amount.

                  OPTIONAL REDEMPTION. The Companies shall not have the option
to redeem the Notes pursuant to Section 3.07 of the Indenture prior to March 15,
2007. On or after March 15, 2007, the Companies shall have the option to redeem
the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
12-month period beginning on March 15 of the years indicated below:

<TABLE>
<CAPTION>
                Calendar
                  Year                         Percentage
                  ----                         ----------
<S>                                            <C>
                  2007                           104.0%
                  2008                           103.0%
                  2009                           101.5%
                  2010 and thereafter            100.0%
</TABLE>

                  Any such optional redemption shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

                  MANDATORY REDEMPTION. Upon the Companies' receipt of
Redemption Event Proceeds, the Companies shall apply the entire amount of such
Redemption Event Proceeds to redeem Notes (or to deposit into a cash collateral
account with the Trustee in accordance with the Indenture), in whole or in part,
at the redemption prices (expressed as percentages of principal amount) set
forth above plus accrued and unpaid interest thereon to the applicable
redemption date.

                  Notwithstanding the above, if the Redemption Event Proceeds
relate to a transaction involving Three SAC Self-Storage Corporation, a Nevada
corporation, the redemption price shall be 101.0% of principal, plus accrued and
unpaid interest to the applicable redemption date, except to the extent that
such redemption Date is on or after March 15, 2010, in which case the redemption
price shall be 100.0% of principal, plus accrued and unpaid interest to the
applicable redemption date.

                  Any such mandatory redemption shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

                  REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a
Change of Control, the Companies shall be required to make an offer (a "Change
of Control Offer") to each Holder to repurchase all or any part (equal to $1 or
an integral multiple thereof) of each Holder's


                                      A-4
<PAGE>
                                      -5-

Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within 30 days following any Change
of Control, the Companies shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

                  NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1 may be redeemed in part but only in whole multiples
of $1, unless all of the Notes held by a Holder are to be redeemed. On and after
the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

                  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1 and integral multiples of $1. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Companies may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Companies need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Companies
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the succeeding Interest Payment Date.

                  PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

                  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class. Without the consent of any Holder of
a Note, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in
addition to or in place of certificated Notes or to alter the provisions of
Article II of the Indenture (including the related definitions) in a manner that
does not materially adversely affect any Holder; to provide for the assumption
of a Company's obligations to the Holders of the Notes in the case of a merger,
consolidation or acquisition by a successor to such Company pursuant to Article
V of the Indenture; to make any change that would provide any additional rights
or benefits to Holders of the Notes or that does not materially adversely affect
the legal rights thereunder of any Holder of the Notes; or to comply with
requirements of the SEC in order to effect or maintain the qualification of this
Agreement under the Trust Indenture Act.

                  DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 5 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of the Notes when the same becomes due and payable
at maturity, upon redemption, upon


                                      A-5
<PAGE>

                                      -6-

purchase, upon acceleration or otherwise; (iii) failure by the Companies to
comply with any of its agreements or covenants described under Sections 4.08,
4.09, 4.10, 4.11, 4.12, 4.15 and 5.01 of the Indenture; (iv) failure by the
Companies for 30 days after notice to the Companies by the Trustee or to the
Companies and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with
certain other agreements in the Indenture; (v) default in the payment when due
at stated maturity, mandatory redemption or otherwise of any (a) Subsidiary
Securitization or (b) Indebtedness that aggregates $10.0 million or more of any
of the Companies or any Subsidiary, or default in respect of any such Subsidiary
Securitization or Indebtedness which default results in the acceleration of such
Subsidiary Securitization or Indebtedness prior to its express stated maturity
and such default (whether at maturity, by acceleration or otherwise) is not
cured or waived, such acceleration is not rescinded or such indebtedness is not
paid within 30 days of notice from the occurrence of such acceleration; (vi)
certain final judgments for the payment of money in excess of $10.0 million in
the aggregate that remain undischarged for a period of 30 days or, in the event
such judgments have been bonded to the extent required pending appeal, after the
date such judgments become non-appealable; (vii) certain events of bankruptcy or
insolvency with respect to any Company or any Subsidiaries; and (viii) failure
by the Companies to comply with the SAC Participation and Subordination
Agreement, which failure continues for 30 days after notice thereof. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default (except a Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default and its consequences under the Indenture except
a continuing Default in the payment of interest on, premium, if any, or the
principal of, the Notes. The Companies are required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Companies
are required upon becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default.

                  TRUSTEE DEALINGS WITH COMPANIES. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Companies or its Affiliates, and may otherwise deal
with the Companies or its Affiliates, as if it were not the Trustee.

                  NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder of any of the Companies, as such, shall not have any
liability for any obligations of the Companies under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                                      A-6
<PAGE>
                                      -7-

                  AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                  CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Companies have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                  The Companies will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                  SAC HOLDING CORPORATION
                  SAC HOLDING II CORPORATION
                  715 South Country Club Drive
                  Mesa, Arizona  85210
                  Facsimile No.:  (480) 835-5478
                  Attention:  President



                                      A-7
<PAGE>

                                      -8-

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)


and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Companies.  The agent may substitute
another to act for him.

Date:  ______________________

                                   Your Signature:
                                                   -----------------------------
                                                     (Sign exactly as your name
                                                      appears on the face of
                                                      this Note)


Signature Guarantee*:  ________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).



                                      A-8
<PAGE>
                                      -9-

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Companies pursuant to Section 4.15 of the Indenture, check the appropriate box
below:

                               [ ] Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Companies pursuant to Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                                $
                                                 ------------------

Date:  ______________________

                                       Your Signature:
                                                      --------------------------
                                                      (Sign exactly as your name
                                                      appears on the face of
                                                      this Note)


                                                     Tax Identification No.:


Signature Guarantee*:  ________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).



                                      A-9
<PAGE>



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                            Principal Amount
                                       Amount of           Amount of        [at maturity] of     Signature of
                                      decrease in         increase in       this Global Note      authorized
                                    Principal Amount    Principal Amount     following such       officer of
                                    [at maturity] of    [at maturity] of      decrease (or      Trustee or Note
Date of Exchange                    this Global Note    this Global Note       increase)           Custodian
<S>                                 <C>                 <C>                 <C>                 <C>
</TABLE>







* This schedule should be included only if the Note is issued in global form


                                      A-1
<PAGE>


                                    EXHIBIT B

                    FORM OF AFFILIATE SUBORDINATION AGREEMEN


                                      B-1
<PAGE>



















                                       C-1






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>11
<FILENAME>p68953exv4w9.txt
<DESCRIPTION>EX-4.9
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                              SAC PARTICIPATION AND
                             SUBORDINATION AGREEMENT

         SAC PARTICIPATION AND SUBORDINATION AGREEMENT (the "Agreement"), dated
this 15th day of March, 2004, by and among SAC HOLDING CORPORATION, a Nevada
corporation ("SAC I"), SAC HOLDING II CORPORATION, a Nevada corporation ("SAC
II," and together with SAC I, collectively referred to as "SAC HOLDING"),
AMERCO, a Nevada corporation ("AMERCO"), U-HAUL INTERNATIONAL, INC., a Nevada
corporation ("U-Haul"), and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
(the "SAC Notes Trustee") under that certain Indenture (the "SAC Notes
Indenture") with respect to the 8.5% Senior Notes due 2014 of SAC Holding (the
"SAC Holding Senior Notes"). AMERCO, SAC Holding, U-Haul and the SAC Notes
Trustee are sometimes collectively referred to herein as the "Parties" and
individually as a "Party".

                                    RECITALS

         WHEREAS, on June 20, 2003, AMERCO filed a voluntary petition for relief
(the "AMERCO Case") under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code"), and on August 13, 2003, AMERCO Real Estate Company, a Nevada
corporation ("AREC"), filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (together with the AMERCO Case, the "Cases").

         WHEREAS, on October 6, 2003, AMERCO, AREC and SAC Holding (the
"Proponents") jointly filed a Joint Plan of Reorganization under Section 1121
(a) of the Bankruptcy Code (the "Plan") and a related disclosure statement (the
"Disclosure Statement") pursuant to Section 1125 of the Bankruptcy Code.

         WHEREAS, AMERCO, AREC, SAC Holding and the Official Committee of
Unsecured Creditors in the Cases (the "Committee") entered into a Plan Support
Agreement, dated November 12, 2003 (the "Original PSA"), including the AMERCO
Term Sheet attached thereto as Exhibit "A" and incorporated by reference therein
(the "Original Term Sheet"), concerning the restructuring (the "Restructuring")
of AMERCO and AREC (the "Debtors") and, in particular, the treatment of holders
of AMERCO Unsecured Claims (presently identified as Class 7 Claims under the
Plan).

         WHEREAS, pursuant to the Original PSA, on November 26, 2003, the
Proponents filed the First Amended Joint Plan of Reorganization (the "First
Amended Plan") and the Disclosure Statement Concerning the Debtors' First
Amended Joint Plan of Reorganization (the "First Amended Disclosure Statement"),
in order to reflect the agreed terms for the Restructuring as provided in the
Original PSA and the Original Term Sheet.

         WHEREAS, the First Amended Disclosure Statement was approved by the
United States Bankruptcy Court for the District of Nevada (the "Bankruptcy
Court") on December 12, 2003.

                                       1

<PAGE>

         WHEREAS, the Debtors, SAC Holding, the Committee and certain individual
claimholders signatory thereto entered into an Amended and Restated Plan Support
Agreement, dated as of January 15, 2004 (the "Amended PSA"), including the
Amended and Restated Term Sheet attached thereto as Exhibit "A" and incorporated
by reference therein (the "Amended Term Sheet"), in order to modify the First
Amended Plan pursuant to a plan confirmation order to be entered by the
Bankruptcy Court incorporating the terms of the Amended PSA and the Amended Term
Sheet.

         WHEREAS, the First Amended Plan requires the execution and delivery of
this Agreement as a condition to the effectiveness thereof.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

         1.       Certain Defined Terms. The following terms shall have the
meanings herein specified. Such definitions shall be equally applicable to the
singular and plural forms of the terms defined. All terms used herein which are
not defined herein are defined in the SAC Notes Indenture and shall have the
meanings therein stated. Unless otherwise stated, any agreement, contract or
document defined or referred to herein shall mean such agreement, contract or
document and all schedules, exhibits and attachments thereto as in effect as of
the date hereof, as the same may thereafter be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof and of
the SAC Notes Indenture and including any agreement, contract or document in
substitution or replacement of any of the foregoing. Any reference to any Person
shall include its permitted successors and assigns in the capacity in which such
Person is referred to, and in the case of any Governmental Authority, any Person
or Persons succeeding to its functions and capacities.

         "Agreement to Indemnify" means an Agreement to Indemnify substantially
in the form of Exhibit D hereto.

         "Amended and Restated Promissory Notes" means the Existing SAC Holding
Notes which are modified and restated in the manner provided in Section 3(b)
hereof. References herein to the Amended and Restated Promissory Notes, and to
terms defined in the Amended and Restated Promissory Notes, shall be deemed to
be references to such Notes and terms as in effect on the Issue Date and without
giving effect to any modifications or supplements thereto after the Issue Date
except: (i) modifications to cure any ambiguity, defect or inconsistency that
does not adversely affect the interests of the Holders of SAC Holding Senior
Notes (as confirmed by an Officer's Certificate and Opinion of Counsel, as such
terms are defined in the SAC Notes Indenture), and (ii) to the extent expressly
agreed otherwise pursuant to a supplement to this Agreement executed in
accordance with the requirements of Article IX of the SAC Notes Indenture.

                                       2

<PAGE>

         "Discharge" with respect to an obligation means the payment in full in
cash of the principal of, and interest and premium (if any) on, such obligation.
"Discharged" shall have the correlative meaning.

         "Effective Date" as defined in the First Amended Plan.

         "Existing SAC Holding Notes" as defined in the First Amended Plan.

         "Oxford Note" means that certain Promissory Note in the principal
amount of $10,000,000, dated May 7, 1999 from SAC Holding Corporation to Oxford
Life Insurance Company.

         "SAC Subsidiary Senior Debt" means any Indebtedness of a Subsidiary to
the extent outstanding as of the Issue Date, secured by Real Property owned by
such Subsidiary.

         2.       SAC Holding Senior Notes. On the Effective Date, SAC Holding
and the SAC Notes Trustee shall execute and deliver the SAC Notes Indenture,
which shall be in the form attached hereto as Exhibit "A". SAC Holding shall
take all such actions and deliver all such documents as shall be necessary or
appropriate to cause the SAC Holding Senior Notes, in the aggregate original
principal amount of $200,000,000 (the "SAC Notes Principal Amount"), to be
issued on the Effective Date in accordance with the terms of the SAC Notes
Indenture and the First Amended Plan.

         3.       Modification and Restatement of Existing SAC Holding Notes. In
consideration of the issuance by SAC Holding of the SAC Holding Senior Notes,
the Parties agree that the Existing SAC Holding Notes shall be modified and
restated effective as of the Effective Date as follows:

                  (a)      Reduction of Principal. The aggregate principal
amount of the Existing SAC Holding Notes shall be reduced by the SAC Notes
Principal Amount, applied as follows:

                           (i)      The principal amounts of those Existing SAC
Holding Notes identified on Schedule 3(a)(i) hereto shall be reduced to zero,
and such Existing SAC Holding Notes shall be cancelled and returned to SAC
Holding;

                           (ii)     The principal amounts of the Existing SAC
Holding Note identified on Schedule 3(a)(ii) hereto shall be reduced to the
restated principal amount provided on Schedule 3(a)(ii); and

                           (iii)    The principal amounts of the remaining
Existing SAC Holding Notes, as identified on Schedule 3(a)(iii) hereto, shall
remain unchanged.

                                       3

<PAGE>

                  (b)      Modification of Terms. Each of the Existing SAC
Holding Notes (other than the Oxford Note) not cancelled as provided in Section
3(a)(i) above (the "Remaining Existing SAC Notes") shall be amended and restated
as follows: (i) the Remaining Existing SAC Note identified on Schedule 3(a)(ii)
shall be amended and restated in the form of the Fixed Rate Note attached hereto
as Exhibit "B-l"; and (ii) the Remaining Existing SAC Notes identified on
Schedule 3(a)(iii) shall be amended and restated in the form of the Amended and
Restated Promissory Note attached hereto as Exhibit "B-2" (as so amended and
restated, the "Subordinated Restated Notes"). The Remaining Existing SAC Notes
shall be delivered to SAC Holding in exchange for Amended and Restated
Promissory Notes in the applicable form and in the same principal amounts,
taking into account any reduction in principal pursuant to Section 3(a)(ii)
above.

                  (c)      SAC Subsidiary Senior Debt. As of the Effective Date,
SAC Holding's Subsidiaries will have outstanding obligations under the SAC
Subsidiary Senior Debt in the aggregate principal amount of $429,227,945. The
Amended PSA does not contemplate that such SAC Subsidiary Senior Debt will be
amended and restated and it will remain a secured, priority obligation of such
Subsidiaries.

         4.       Subordination of Subordinated Obligations. The Parties, on
their own behalf and on behalf of subsequent transferees of the Subordinated
Restated Notes, covenant and agree that the Indebtedness evidenced by, and the
payment of principal of and interest on, the Subordinated Restated Notes, and
the payment of any declared dividends or distributions to the shareholder of SAC
Holding (such Indebtedness, and dividends and distributions, being herein
collectively called "Subordinated Obligations"), shall be expressly made
subordinate and subordinated in right of payment, to the extent and in the
manner provided in this Section 4, to the prior Discharge of the SAC Holding
Senior Notes (such principal, interest and premium, including any interest
accruing or arising after the date of any filing by SAC Holding of any petition
in bankruptcy or the commencement of any bankruptcy, insolvency, or similar
proceedings with respect to SAC Holding, whether or not such interest is
allowable as a claim in any such proceeding, being herein collectively called
the "Senior Obligations"), provided that nothing herein shall prohibit payments
in respect of the Subordinated Obligations to the extent specifically permitted
under this Section 4.

                  (a)      Liquidation, Dissolution or Bankruptcy. Upon any
payment or distribution of assets or securities of SAC Holding of any kind or
character, whether in cash, property or securities, upon any dissolution or
winding-up or total or partial liquidation or reorganization of SAC Holding,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other proceedings or upon an assignment for the benefit of creditors or any
other marshalling of the assets and liabilities of SAC Holding, all Senior
Obligations shall first be Discharged before any direct or indirect payments or
distributions, including, without limitation, by exercise of set-off, of any
cash, property or securities on account of principal of or interest on the
Subordinated Restated Notes, and including also any such payment or distribution
that may be payable or deliverable by reason of the payment of any other
indebtedness of SAC Holding being subordinated to the payment of the
Subordinated Obligations, and to that end the holders of the Senior Obligations
shall be entitled to receive (pro rata on the basis of the respective

                                       4

<PAGE>

amounts of the Senior Obligations held by them) directly, for application to the
payment thereof (to the extent necessary to Discharge all Senior Obligations in
full after giving effect to any substantially concurrent payment or distribution
to or provision for payment to the holders of the Senior Obligations), any
payment or distribution of any kind or character, whether in cash, property or
securities, to which the holders of the Subordinated Restated Notes would be
entitled but for this Section 4.

                  (b)      Payment of Interest on Subordinated Restated Notes;
Distributions to Shareholder of SAC Holding.

                           (i)      For so long as not prohibited by Section
4(c) below, SAC Holding may continue to make all payments of Interest (as
defined in the Subordinated Restated Notes) required under the Subordinated
Restated Notes; provided, however, that for so long as the Senior Obligations
remain outstanding and have not been paid in full or discharged, (A) SAC Holding
shall make no payments under the Subordinated Restated Notes of Capital Proceeds
Contingent Interest (as defined in the Subordinated Restated Notes) or of
amounts which constitute Redemption Event Proceeds and (B) SAC Holding shall
make no payments under the Amended and Restated Promissory Notes unless SAC
Holding has remitted sufficient funds to the SAC Notes Trustee to make the next
quarterly interest payment on the SAC Holding Senior Notes.

                           (ii)     For so long as not prohibited by Section
4(c) below, SAC Holding may continue to make dividends or distributions to its
shareholder to the extent permitted under Section 4.16 of the SAC Notes
Indenture; provided, however, that for so long as the Senior Obligations remain
outstanding and have not been paid in full or discharged, SAC Holding shall make
no dividend or distribution to its shareholder of any amounts which represent
Net Capital Proceeds (as defined in the Subordinated Restated Notes) or of
amounts which constitute Redemption Event Proceeds.

                  (c)      Default on SAC Holding Senior Notes. SAC Holding may
not make any direct or indirect payment to any holder of the Subordinated
Obligations, upon acceleration or otherwise, if at the time of such payment
there exists (i) a Default (as defined in the SAC Notes Indenture) in the
payment of any amount owed under the Senior Obligations which has not been cured
or waived in writing, (ii) an Event of Default (as defined in the SAC Notes
Indenture) which has not been cured or waived in writing, (iii) any other
Default under the Senior Obligations that an officer of SAC Holding becomes
aware of and has not been cured or waived in writing within five days of such
awareness, or (iv) the filing or commencement with a court of competent
jurisdiction of an involuntary case under any Bankruptcy Law (as defined in the
SAC Notes Indenture) for relief against SAC Holding, which has not been
dismissed.

         For so long as there exists any Default under the Senior Obligations,
any Net Cash Flow Before Debt Service received by SAC Holding shall be delivered
to the SAC Notes Trustee and applied to redeem the Senior Obligations pursuant
to Section 3.08 of the SAC Notes Indenture.

                  (d)      Obligations of the Holders of Subordinated
Obligations. In the event that, notwithstanding the foregoing provisions of
Section 4 prohibiting such payment or distribution,

                                       5

<PAGE>

any holder of Subordinated Obligations shall have received any payment or
distribution of any kind or character, whether in cash, property or securities,
by set-off or otherwise, at a time when such payment is prohibited, then and in
such event, such payment or distribution shall be received and held in trust by
such holders apart from their other assets and paid over or delivered to the SAC
Notes Trustee, who will distribute such funds to holders of the SAC Holding
Senior Notes remaining unpaid to the extent necessary to pay in full in cash the
Senior Obligations in accordance with their terms.

                  (e)      Subrogation. Upon the Discharge of all SAC Holding
Senior Notes, the holders of the Subordinated Restated Notes shall be subrogated
to the rights of the SAC Holding Senior Notes to receive payments or
distributions made to the holders of, or otherwise applied to payment of, the
SAC Holding Senior Notes pursuant to the provisions of this Section 4 and to the
rights of the holders of SAC Holding Senior Notes to receive payments or
distributions of assets of SAC Holding made on the SAC Holding Senior Notes
pursuant to the SAC Notes Indenture until the Subordinated Restated Notes shall
be Discharged. For the purposes of such subrogation, no payments or
distributions to holders of SAC Holding Senior Notes of any cash, property or
securities to which holders of the Subordinated Restated Notes would be entitled
except for the provisions of this Section 4, and no payment over pursuant to the
provisions of this Section 4 to holders of SAC Holding Senior Notes by the
holders of the Subordinated Restated Notes, shall, as between SAC Holding, its
creditors other than holders of the SAC Holding Senior Notes and the holders of
the Subordinated Restated Notes, be deemed to be payment by SAC Holding to or on
account of the SAC Holding Senior Notes, it being understood that the provisions
of this Section 4 are solely for the purpose of defining the relative rights of
the holders of the SAC Holding Senior Notes, on the one hand, and the holders of
the Subordinated Restated Notes, on the other hand.

         If following the Discharge of the Senior Obligations, any payment or
distribution to which the holders of the Senior Obligations would otherwise have
been entitled but for the provisions of this Section 4 shall have been applied,
pursuant to the provisions of this Section 4, to the payment of the Senior
Obligations, then and in each such case, the holders of the Senior Obligations
shall pay over and deliver any payments or distributions received by such
holders of the Senior Obligations in excess of the amount sufficient to pay all
Senior Obligations in full to the holders of the Subordinated Obligations.

                  (f)      Obligations of Company Under Subordinated Restated
Notes Unconditional. Nothing contained in this Section 4 is intended to or shall
impair, as between SAC Holding and the holders of the Subordinated Restated
Notes, the obligations of SAC Holding, which are absolute and unconditional, to
pay to the holders of the Subordinated Restated Notes the principal of and
interest on the Subordinated Restated Notes as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the holders of the Subordinated Restated Notes and
creditors of SAC Holding other than the holders of the Senior Obligations.

                                       6

<PAGE>

                  (g)      Reinstatement. The provisions of this Section 4 shall
continue to be effective or be reinstated, and the Senior Obligations shall not
be deemed to be paid in full, as the case may be, if at any time any payment of
any of the Senior Obligations is rescinded or must otherwise be returned by the
holder thereof upon the insolvency, bankruptcy or reorganization of SAC Holding
or otherwise, all as though such payment had not been made.

                  (h)      Reliance by Holders of SAC Holding Senior Notes on
Subordination Provisions. The Parties acknowledge and agree that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each current and future holder of any SAC Holding Senior Notes
to acquire and continue to hold, or to continue to hold, such SAC Holding Senior
Notes, and such holder of SAC Holding Senior Notes shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such SAC Holding Senior Notes.

                  (i)      Limitation on Remedies. For so long as the Senior
Obligations remain outstanding and have not been Discharged, the holders of the
Subordinated Obligations shall not be entitled to (i) initiate any proceeding
for liquidation, dissolution or winding-up of SAC Holding, or for receivership,
insolvency, bankruptcy, reorganization or other similar proceeding relative to
SAC Holding or its property, (ii) accelerate the maturity of the Subordinated
Obligations, or enforce any other rights or remedies relating thereto
(including, without limitation instituting suit to recover any Interest (as
defined in the Amended and Restated Promissory Note) not paid when due under the
Amended and Restated Notes), unless the holders of the SAC Holding Senior Notes
have first accelerated such Notes, or (iii) pay or prepay any principal of or
interest on the Amended and Restated Promissory Notes prior to the respective
dates provided for in the Amended and Restated Promissory Notes; provided,
however, that this Section 4(i) will not be interpreted by the Parties hereto as
prohibiting the holders of the Subordinated Obligations from enforcing their
rights and remedies under this Agreement.

                  (j)      Notice by SAC Holding. SAC Holding shall give prompt
written notice to the holders of the Subordinated Restated Notes of any fact
known to SAC Holding which would prohibit the making of any payment on or in
respect of the Subordinated Restated Notes, but failure to give such notice
shall not affect the subordination of the Subordinated Restated Notes to the SAC
Holding Senior Notes provided in this Section 4. Nothing contained in this
Section 4(j) shall limit the right of the holders of SAC Holding Senior Notes to
recover payments as contemplated by this Section 4.

                  (k)      Proof of Claims. If the holders of the Subordinated
Obligations shall have failed to file claims or proofs of claim with respect to
the Subordinated Obligations earlier than 30 days prior to the deadline for any
such filing, the holders of the Subordinated Obligations shall execute and
deliver to the SAC Notes Trustee such powers of attorney, assignments or other
instruments as the SAC Notes Trustee may reasonably request to file such claims
or proofs of claim.

                  (l)      No Waiver of Subordination Provisions. No right of
the SAC Notes Trustee or any holder of Senior Obligations to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of SAC

                                       7

<PAGE>

Holding or by any act or failure to act, in good faith, by the SAC Notes Trustee
or any holder of Senior Obligations, or by any non-compliance by SAC Holding
with the terms, provisions and covenants of this Agreement, regardless of any
knowledge thereof the SAC Notes Trustee or any holder of Senior Obligations may
have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Obligations may, at any time and from time to time,
without the consent of or notice to the holders of the Subordinated Obligations,
without incurring responsibility to the holders of the Subordinated Obligations
and without impairing or releasing the subordination provided in this Section 4,
do any one or more of the following: (a) change the time, manner or place of
payment of Senior Obligations, or otherwise modify or supplement in any respect
any of the provisions of the SAC Note Indenture or any other instrument
evidencing or relating to any of the Senior Obligations; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Obligations, (c) release any Person liable in any manner for the
collection of Senior Obligations; and (d) exercise or refrain from exercising
any rights against the SAC Holding and any other Person.

         5.       Payment of Expenses. In consideration of SAC Holding becoming
proponents of the Plan, entering into this Agreement and issuing the SAC Holding
Senior Notes, AMERCO shall:

                  (a)      reimburse to, or pay on behalf of, SAC Holding,
reasonable attorneys' fees incurred by SAC Holding in connection with the
preparation, negotiation and implementation of this Agreement, not to exceed
$500,000;

                  (b)      reimburse to, or pay on behalf of, SAC Holding, any
and all reasonable, direct out of pocket expenses (including reasonable
attorneys' and accountants fees and trustee's fees, but excluding the payment of
principal, premium, if any, and interest in respect of the SAC Holding Senior
Notes and any other amount payable by SAC Holding pursuant to the terms of the
SAC Note Indenture) incurred by SAC Holding in connection with its reporting or
other compliance obligations under the SAC Notes Indenture or this Agreement;
provided, however, that AMERCO shall not be obligated to reimburse or pay any
such expenses over and above an aggregate amount of $1 million for any
twelve-month period; and

                  (c)      enter into the Agreement to Indemnify.

         6.       No Amendment of Subordinated Notes. SAC Holding will not
amend, nor agree to amend, the provisions of Section 2 of the Subordinated
Restated Notes.

         7.       Shareholder Consent. On or before the Effective Date, SAC
Holding shall deliver or cause to be delivered to the other Parties hereto the
SAC Shareholder Consent attached hereto as Exhibit "C," duly executed by the
sole shareholder of SAC Holding.

                                       8

<PAGE>

         8.       (a)      Delivery of AMERCO Reports. AMERCO agrees to timely
provide to SAC Holding all financial statements, reports and other information
of AMERCO required to be provided by SAC Holding to the SAC Notes Trustee
pursuant to Section 4.03 of the SAC Notes Indenture, including any inclusion of,
or reference to, such financial statements, reports and information as provided
in Section 4.03(b)(i), 4.03(b)(ii) or 4.03(b)(iii) in the SAC Notes Indenture.

         (b)      Separate Presentation. AMERCO agrees that so long as
SAC Holding is part of a consolidated group with AMERCO, to enable SAC Holding
to meet its obligations under Section 4.14(b)(v) of the SAC Notes Indenture,
AMERCO will comply with the applicable provisions of Section 4.14(b)(v) of the
SAC Notes Indenture.

         9.       Conditions. The obligations of the Parties hereunder are
conditioned upon the satisfaction or waiver of the following conditions:

                  (a)      Confirmation. The Bankruptcy Court shall have entered
an order (the "Confirmation Order") confirming the First Amended Plan on
substantially the same terms as presently contained therein, subject to
modification as provided in the Amended PSA and Amended Term Sheet;

                  (b)      Approval of Agreement. The Confirmation Order shall
contain an express approval by the Bankruptcy Court of this Agreement, supported
by findings of fact and conclusions of law consistent, in all material respects,
with the following:

                           (i)      that SAC Holding is solvent as the date of
the issuance of the SAC Holding Senior Notes and will not be rendered insolvent
as a result of the issuance of the SAC Holding Senior Notes;

                           (ii)     that SAC Holding has received, as part of
the transactions contemplated by this Agreement, reasonably equivalent value in
exchange for the issuance of the SAC Holding Senior Notes;

                           (iii)    that SAC Holding has acted in good faith and
has entered into this Agreement without any actual intent to hinder, delay, or
defraud its creditors;

                           (iv)     that, for purposes of Section 1145(a) for
the Bankruptcy Code only, SAC Holding is an affiliate of the Debtors; and

                           (v)      that the issuance of the SAC Holding Senior
Notes by SAC Holding is exempt from registration under section 5 of the
Securities Act of 1933 and any state

                                       9

<PAGE>

or local law requiring registration for the offer or issuance of the SAC Holding
Senior Notes pursuant to Section 1145(a) of the Bankruptcy Code.

                  (c)      Effective Date. The Effective Date shall have
occurred on or before March 31, 2004.

         10.      Representations and Warranties. Each of the Parties represents
and warrants to each of the other Parties that the following statements are
true, correct and complete as of the date hereof:

                  (a)      It has all requisite power and authority to enter
into this Agreement and to carry out the transactions contemplated by, and
perform its respective obligations under, this Agreement.

                  (b)      The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary action on its part; and the execution, delivery and performance of
this Agreement do not require the approval or consent of any shareholder or
other owner or the holder or trustee of any debt or other of its obligations
which has not been obtained.

                  (c)      This Agreement constitutes the valid and binding
obligation of it, enforceable against it in accordance with the terms hereof.

                  (d)      The execution, delivery and performance by it of this
Agreement do not and shall not (i) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its certificate of
incorporation or by-laws or those of any of its subsidiaries or (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation to which it or any of
its subsidiaries is a party or under its certificate of incorporation or by-laws
or other organizational documents.

                  (e)      The execution, delivery and performance by it of this
Agreement do not and shall not require any registration or filing with, consent
or approval of, or notice to, or other action to, with or by, any Federal, state
or other governmental authority or regulatory body.

                  (f)      SAC Holding represents and warrants that the findings
of fact listed in Section 9(b) hereof are true and correct as of the date of
this Agreement.

         11.      Effectiveness; Amendments. This Agreement shall be effective
and binding immediately upon execution by all Parties hereto. This Agreement may
not be amended except by a writing executed by all Parties hereto. This
Agreement shall survive the Effective Date and

                                       10
<PAGE>

remain in effect for so long as the SAC Holding Senior Notes remain outstanding
and not discharged in accordance with the terms of the SAC Notes Indenture.

         12.      Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to any conflicts of law provision that would require the application of
the law of any other jurisdiction.

         13.      Specific Performance. The Parties hereto acknowledge that the
damages resulting to a Party by reason of the breach of this Agreement by any
other Party would be extremely difficult to ascertain, that the non-breaching
party would suffer irreparable damage as a result of such breach, and that the
non-breaching Party would have no adequate remedy at law for such breach.
Accordingly, a non-breaching Party shall have the right to injunctive relief to
require specific performance of this Agreement by any breaching Party.

         14.      Notices. All notices and consents hereunder shall be in
writing and shall be deemed to have been duly given upon receipt if personally
delivered by courier service, messenger, telecopy, or by certified or registered
mail, postage prepaid return receipt requested, to the following addresses, or
such other addresses as may be furnished hereafter by notice in writing, to the
following parties:

         If to AMERCO:

         AMERCO
         1325 Airmotive Way, Suite 100
         Reno, NV 89502-3239
         Facsimile No.: (775) 688-6338
         Attn: Secretary

         with a copy to:

         Squire, Sanders & Dempsey L.L.P.
         Two Renaissance Square
         40 North Central Avenue, Suite 2700
         Facsimile No.: (602) 253-8129
         Attn: Christopher D. Johnson

         If to SAC Holding:

         SAC Holding Corporation
         SAC Holding II Corporation
         715 South Country Club Drive
         Mesa, Arizona 85210
         Facsimile No.: (480) 835-5478
         Attn: President

                                       11

<PAGE>

         With a copy to:

         Torys LLP
         237 Park Avenue
         New York, New York 10017
         Facsimile No.: (212) 682-0200
         Attn: Miroslav M. Fajt

         If to the SAC Notes Trustee:

         Law Debenture Trust Company of New York
         767 Third Avenue, 31st Floor
         New York, NY 10017, (212) 750-7464
         Attn:

         15.      Representation by Counsel. Each Party acknowledges that it has
been represented by counsel in connection with this Agreement and the
transactions contemplated by this Agreement. Accordingly, any rule of law or any
legal decision that would provide any Party with a defense to the enforcement of
the terms of this Agreement against such Party based upon lack of legal counsel
shall have no application and is expressly waived.

         16.      Headings. The headings of the paragraphs and subparagraphs of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.

         17.      Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of the Parties and their respective permitted successors,
assigns, heirs, executors, administrators and representatives.

         18.      Several, Not Joint, Obligations. The agreements,
representations and obligations of the Parties under this Agreement are, in all
respects, several and not joint.

         19.      Prior Negotiations. This Agreement supersedes all prior
negotiations with respect to the subject matter hereof. To the extent any prior
negotiations, including the Amended PSA, are inconsistent with this Agreement or
the SAC Notes Indenture, the terms of this Agreement and the SAC Notes Indenture
will control.

         20.      Counterparts. This Agreement (and any modifications,
amendments, supplements or waivers in respect hereof) may be executed in one or
more counterparts by manual or facsimile signature, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.

                                       12

<PAGE>

         21.      Third-Party Beneficiaries. This Agreement shall be solely for
the benefit of the Parties and holders of the SAC Holding Senior Notes, and no
other person or entity shall be a third party beneficiary hereof.

                            [Signature Pages Follow]

                                       13

<PAGE>

         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.

                                       AMERCO, a Nevada corporation

                                       By: /s/ Gary V. Klinefelter
                                           -------------------------------------
                                           Gary V. Klinefelter
                                           Its Secretary

                                       SAC HOLDING CORPORATION, a Nevada
                                       corporation

                                       By: /s/ Mark V. Shoen
                                           -------------------------------------
                                           Mark V. Shoen
                                           Its President

                                       SAC HOLDING II CORPORATION,
                                       a Nevada corporation

                                       By: /s/ Mark V. Shoen
                                           -------------------------------------
                                           Mark V. Shoen
                                           Its President

                                       U-HAUL INTERNATIONAL, INC., a Nevada
                                       corporation

                                       By: /s/ Gary V. Klinefelter
                                           -------------------------------------
                                           Gary V Klinefelter
                                           Its  Secretary

                                       LAW DEBENTURE TRUST COMPANY OF NEW YORK,
                                       as Trustee for the Benefit of the
                                       Holders of the SAC Holding Senior Notes

                                       By: [ILLEGIBLE]
                                           -------------------------------------
                                             Its Authorized Officer

<PAGE>

                                Schedule 3(a)(i)

Promissory Note dated as of February 1, 1998 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of $100,000,
as amended (relating to real property owned by SAC Holding Corporation)

Promissory Note dated as of August 1, 2001 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of $110,000
(relating to real property owned by SAC Holding Corporation).

Promissory Note dated as of August 1, 2001 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of $430,000
(relating to real property owned by SAC Holding Corporation).

Promissory Note dated as of February 1, 1998 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of $400,000
(relating to real property owned by SAC Holding Corporation).

Promissory Note dated as of February 27, 1997 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of $14, 271,
115.19 and subsequently increased to $17,000,000, as amended (relating to the
real property owned by Three SAC Self-Storage Corporation).

Restated Consolidated Promissory Note dated as of June 30, 2003 by SAC Holding
Corporation to the order of Nationwide Commercial Co. in the original principal
amount of $3,103,687.15 (relating to the property owned by Four SAC Self-Storage
Corporation).

Promissory Note dated as of May 7, 1999 by SAC Holding Corporation to the order
of Nationwide Commercial Co. in the original principal amount of $50,000,000, as
amended (relating to real property owned by Six 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).

Promissory Note dated as of May 7, 1999 by SAC Holding Corporation to the order
of U-Haul International, Inc. in the original principal amount of $30,000,000,
as amended (relating to real property owned by Six 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).

Promissory Note dated as of August 20, 2000 by SAC Holding Corporation to the
order of U-Haul International, Inc. in the original principal amount of
$5,000,000, as amended (relating to the real property owned in fee by CST
Nominee, Inc. and beneficially by Securespace Limited Partnership).

Promissory Note dated as of March 22, 2001 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of
$30,000,000, as amended

                                       15

<PAGE>

(relating to the real property owned by Twelve SAC Self-Storage Corporation and
Thirteen SAC Self-Storage Corporation).

Promissory Note dated as of June 8, 2001 by SAC Holding Corporation to the order
of Nationwide Commercial Co. in the original principal amount of $25,000,000, as
amended (relating to the real property owned by Fourteen SAC Self-Storage
Corporation and Seventeen SAC Self-Storage corporation).

Promissory Note dated as of January 29, 2001 by SAC Holding Corporation to the
order of U-Haul International, Inc. in the original principal amount of
$10,500,000, as amended (relating to the real property owned by Fifteen SAC
Self-Storage Corporation and Sixteen SAC Self-Storage corporation).

Promissory Note dated as of June 30, 2003 by SAC Holding Corporation to the
order of Nationwide Commercial Co. in the original principal amount of
$58,000,000 (relating to the real property owned by Nineteen SAC SAC
Self-Storage Limited Partnership).

                                       16

<PAGE>

                                Schedule 3(a)(ii)

Restated Consolidated Promissory Note dated as of June 30, 2003 by SAC Holding
Corporation to the order of Nationwide Commercial Co. in the original principal
amount of $80,000,000 (relating to the property owned by Five SAC Self-Storage
Corporation)

         This Note shall be amended and restated in the form of the Fixed Rate
Note set forth on Exhibit B-l of the SAC Participation and Subordination
Agreement, and shall be issued to U-Haul International, Inc. and reduced to the
restated principal amount of up to $58,000,000.

                                       17

<PAGE>

                               Schedule 3(a)(iii)

Promissory Note dated as of December 20, 2001 by SAC Holding Corporation to the
order of U-Haul International, Inc. in the original principal amount of
$21,000,000 (relating to the real property owned by Eighteen SAC Self-Storage
Corporation)

Promissory Note dated as of January 11, 2002 by SAC Holding Corporation to the
order of U-Haul International, Inc. in the original principal amount of
$47,500,000 (relating to the real property owned by Twenty SAC Self-Storage
Corporation, Twenty-One SAC Self-Storage Corporation, Twenty-Two SAC
Self-Storage Corporation and Twenty-Three SAC Self-Storage Corporation)

Promissory Note dated as of March 7, 2002 by SAC Financial Corporation to the
order of U-Haul International, Inc. in the original principal amount of
$152,305,252 (relating to the real property owned by Twenty-Four SAC
Self-Storage Limited Partnership, Twenty-Five SAC Self-Storage Limited
Partnership, Twenty-Six SAC Self-Storage Limited Partnership and Twenty-Seven
SAC Self-Storage Limited Partnership) and shall be reduced to the restated
principal amount of up to $76,000,000.

                                       18

<PAGE>

                                   EXHIBIT "A"

                               SAC NOTES INDENTURE

                                       19

<PAGE>

                                  EXHIBIT "B-1"

                             FORM OF FIXED RATE NOTE

                                       20

<PAGE>

                                 PROMISSORY NOTE

Up to $58,000,000.00                                            Phoenix, Arizona
                                                                   March 1, 2004

         FOR VALUE RECEIVED, SAC Holding Corporation, a Nevada corporation
("Maker"), promises to pay to the order of U-Haul International, Inc., a Nevada
corporation ("Payee"), in lawful money of the United States, the principal sum
of up to Fifty-Eight Million and no/100ths Dollars ($58,000,000.00), together
with interest at the times and at the rates specified in this Note.

         1.       Interest. From the date hereof through and including the
Maturity Date (as hereinafter defined), interest ("Basic Interest") shall accrue
on the principal balance of this Note outstanding from time to time at the rate
of nine percent (9%) per annum ("Accrual Rate"). Notwithstanding the foregoing,
on the fifteenth calendar day of each month commencing on March 15, 2004 and
through the Maturity Date (as hereinafter defined), Maker shall pay to Payee
interest on the unpaid principal balance of this Note from time to time at the
rate of 2% per annum ("Pay Rate Interest"). The remainder of the Basic Interest
("Deferred Interest") shall be deferred and shall bear interest at the Accrual
Rate. At the election of Payee, Deferred Interest shall accrue either in cash or
in Additional Notes (as hereinafter defined). Any accrued interest on the
Deferred Interest shall be considered part of Deferred Interest. Interest shall
be calculated on the basis of a 360- day year and the actual number of days
elapsed.

         2.       Payments. Pay Rate Interest shall be paid on the fifteenth
calendar day of each month, until such time as the notes (the "Senior Notes")
under the Indenture with respect to 8.5% Senior Notes Due 2014 of SAC Holding
Corporation and SAC Holding II Corporation shall have been paid or satisfied in
full. Upon the full repayment or satisfaction of the Senior Notes, payments
hereunder shall continue to be made on the fifteenth calendar day of each month
but shall consist of principal and Pay Rate Interest, and such principal
payments shall be on the basis of a twenty-five year amortization. This Note
shall mature on the last day of the month that is the ten (10) year anniversary
of the full repayment or satisfaction of the Senior Notes (the "Maturity Date").
On the Maturity Date, all outstanding principal and interest (including Deferred
Interest) shall be due and payable.

         3.       Prepayment. This Note may be prepaid in whole or in part,
without penalty or premium.

         4.       Default Interest. During the existence of a Default (as
hereinafter defined), interest will accrue on the entire loan balance at the
rate of fifteen percent (15%) per annum commencing on the date the payment was
due and continuing until the delinquent payment is received by the Payee.

         5.       Default and Remedies.

<PAGE>

         a.       Default. The Maker will be in default under this Note if the
Maker fails, following the full repayment or satisfaction of the Senior Notes,
to make a payment of principal, interest, or other charge when due, which
failure to pay is not cured within five (5) business days after the due date
therefor.

         b.       Remedies. Upon a default as described in subparagraph 5.a
("Default"), Payee shall have the right to immediately accelerate the
obligations under this Note and all sums owing with respect to this Note will
immediately become due and payable.

6.       Unsecured. This Note and the obligations hereunder are unsecured.

7.       Waivers. The Maker, and any endorsers or guarantors of this Note,
severally waive diligence, presentment, protest, demand and all rights of offset
and also notice of protest, demand, dishonor, acceleration, intent to
accelerate, offset and nonpayment of this Note, and expressly agree that this
Note, or any payment under this Note, may be extended from time to time in the
Payee's sole discretion without notice, and consent to the acceptance of further
security or the release of any security for this Note, all without in any way
affecting the liability of the Maker and any endorsers or guarantors of this
Note. No extension of time for the payment of this Note, or any installment
hereof, made by agreement by the Payee with any person now or hereafter liable
for the payment of this Note, will affect the original liability of the Maker
under this Note, even if that person is not a party to such agreement. The Payee
may waive its rights to require performance of or compliance with any term,
covenant or condition of this Note only by express written waiver.

8.       Additional Note. At the request of Payee, Maker shall deliver to Payee
additional promissory notes (the "Additional Note") to evidence Maker's
indebtedness hereunder pursuant to the Deferred Interest. In such event, such
Deferred Interest shall be evidenced by such Additional Note and not pursuant to
the terms of this Note. Any such Additional Note shall contain economic terms
akin to those set forth herein.

9.       Maximum Legal Rate of Interest. All agreements between the Payee and
the Maker whether now existing or hereafter arising, are hereby limited so that
in no event will the interest charged under this Note or agreed to be paid to
the Payee exceed the maximum amount permissible under applicable law. If
interest otherwise payable to the Payee would exceed the maximum lawful amount,
the interest payable will be reduced to the maximum amount permitted under
applicable law.

11.      Miscellaneous.

         a.       Costs. The Maker will pay all costs, including, without
limitation, reasonable attorneys' fees, costs and expert fees incurred by the
Payee in collecting the sums due under this Note.

         b.       Modification. This Note may be modified only by a written
agreement executed by the person against whom the change, modification or waiver
is to be enforced.

                                       2

<PAGE>

         c.       Law. This Note will be governed by Arizona law, without regard
to the choice of law principles thereof.

         d.       Successors. The terms of this Note will inure to the benefit
of and bind the Maker and the Payee and its heirs, legal representatives and
successors and assigns.

         e.       Time. Time is of the essence with respect to all matters set
forth in this Note.

         f.       Destroyed Note. If this Note is destroyed, lost or stolen, the
Maker will deliver a new Note to the Payee on the same terms and conditions as
this Note with a notation of the unpaid principal and accrued and unpaid
interest in substitution of the prior Note. The Payee will furnish to the Maker
reasonable evidence that the Note was destroyed, lost or stolen and any security
or indemnity that may be reasonably required by the Maker in connection with the
replacement of this Note.

         IN WITNESS WHEREOF, the Maker has duly executed and delivered this Note
to the Payee as of the date and year first above written.

                                     Maker:

                                     SAC Holding Corporation, a Nevada
                                     corporation

                                     By:_______________________________________
                                         President

                                       3

<PAGE>

                                  EXHIBIT "B-2"
                       FORM OF SUBORDINATED RESTATED NOTES

                                       21

<PAGE>

 THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SAC PARTICIPATION AND SUBORDINATION
AGREEMENT (THE "PSA") DATED AS OF MARCH 15, 2004 AMONG SAC HOLDING CORPORATION,
    SAC HOLDING II CORPORATION (COLLECTIVELY, "SAC HOLDING"), AMERCO, U-HAUL
   INTERNATIONAL, INC., AND LAW DEBENTURE TRUST COMPANY OF NEW YORK, INC., AS
 TRUSTEE UNDER THAT CERTAIN INDENTURE WITH RESPECT TO THE 8.5% SENIOR NOTES DUE
                              2014 OF SAC HOLDING

                      AMENDED AND RESTATED PROMISSORY NOTE

Maximum principal amount of up to                      Dated as of March 1, 2004
$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 Payee may from time to time designate in writing,
the principal sum of up to Twenty-One Million and no/100th Dollars
($21,000,000.00), 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%).

                  "Additional Interest": shall mean and include both Cash Flow
Contingent Interest and Capital Proceeds Contingent Interest.

                  "Basic Interest": shall have the meaning given it in Section
2(a) 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 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 Property Owner during such period
arising from the ownership, rental, use, occupancy or

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operation of the Real Property. Gross Receipts shall include, without
limitation, all receipts from all tenants, licensees, customers and other
occupants and users of the Real Property, including, without limitation, rents,
security deposits and the like, interest earned and paid or credited on all
Maker's or the Property Owner's deposit accounts related to the Real Property,
all proceeds of rent or business interruption insurance, and the proceeds of all
casualty insurance and eminent domain awards to the extent not applied, or
reserved and applied within six (6) months after the creation of such reserve,
to the restoration of the Real Property. Gross Receipts shall include the dealer
commission payable from U-Haul International, Inc. (or affiliate thereof) to
Maker (or affiliate thereof) for the rental of U-Haul equipment at the Real
Property; provided however that such dealer 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 dealer commissions. Gross Receipts shall not include any
capital contributed to Maker or proceeds from any loan made to Maker or proceeds
from the sale of any Real Property. 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 Payee 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.

                  "Interest": shall mean Basic Interest and Additional 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, or up to such
amount as may have been advanced by Payee to Maker from time to time.

                  "Management Fee": shall mean the fee paid to the Property
Manager pursuant to the Property Management Agreement.

                  "Maturity Date": shall mean the first to occur of: (i) the
Stated Maturity Date; (ii) the date on which the unpaid principal balance of,
and unpaid Interest on, this Note shall become due and payable on account of
acceleration by Payee and (iii) the date on which a Triggering Event occurs.

                  "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 and Operating Expenses paid for and with respect to 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.

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                  "Note": shall mean this Amended and Restated 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 and the Property Owner actually paid (and properly
payable) during such period for (i) real and personal property taxes on the Real
Property; (ii) principal and interest on the secured Real Property debt; (iii)
premiums for liability, property and other insurance on the Real Property; (iv)
the Management Fee; (v) sales and rental taxes relating to the Real Property;
and (vi) normal, reasonable and customary operating expenses of the Real
Property. In no event shall Operating Expenses include amounts distributed to
the partners or shareholder's of Maker or the Property Owner, any payments made
on the Loan or any other loan obtained by Maker, amounts paid out of any funded
reserve expressly approved by Payee, if any, 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 a rate per annum equal of two percent
(2.0%).

                  "Pay Rate Interest": shall mean the interest on the unpaid
principal balance of this Note from time to time outstanding at the Pay Rate.

                  "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.

                  "Property Manager": shall have the meaning given it in Section
6(f) below.

                  "Property Management Agreement": shall have the meaning given
such term in Section 6(f) below.

                  "Property Owner" means Eighteen SAC Self-Storage Corporation,
a Nevada corporation.

                  "Real Property" means the real property owned by Property
Owner from time to time.

                  "SAC Holding Senior Notes": shall mean the 8.5% Senior Notes
due 2014 of SAC Holding Corporation and SAC Holding II Corporation.

                  "SAC Notes Indenture": shall mean that certain Indenture with
respect to the SAC Holding Senior Notes.

                  "Sale": shall mean any direct or indirect sale, assignment,
transfer, conveyance,

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lease or disposition of any kind whatsoever of (i) the Real Property or any
portion thereof (excluding leases and licenses in the ordinary course of
business, the granting of easements, servitudes, rights-of-way, dedications and
like interests in the ordinary course of business and conveyances pursuant to
condemnations or eminent domain) or (ii) 25% or more (in the aggregate of all
such sales, assignments, transfers, conveyances or dispositions made at any time
or from time to time, taken together) of the equity interests in Property Owner.

                  "Stated Maturity Date": shall mean the earlier of (i) January
1, 2022 and (ii) from and after April 1, 2014, on demand by Payee.

                  "Triggering Event": shall have the meaning given it in Section
2(h)(ii) below.

                  2. Interest.

                  (a) Basic Merest Rate Prior to Maturity. From the date hereof
through and including the Maturity Date, interest ("Basic Interest") shall
accrue on the principal balance of this Note outstanding from time to time at
the Accrual Rate. Notwithstanding the foregoing, on the first business day of
each month commencing on March 1, 2004 and through the Maturity Date, Maker
shall pay to Payee Pay Rate Interest on the unpaid principal balance of this
Note. The remainder of the Basic Interest ("Deferred Interest") shall be
deferred and shall bear interest at the Accrual Rate, and shall be payable as
and at the time provided in Section 2(d) below. Any accrued interest on the
Deferred Interest shall be considered part of Deferred Interest.

                  All interest hereunder shall be payable monthly in arrears, on
the first business day of each month.

                  (b) Post-Maturity Basic Interest. From and after the Maturity
Date, 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 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 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
the result of subtracting from Net Cash Flow Before Debt Service for that month
an 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.

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                  (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 Payee interest ("Cash Flow Contingent Interest")
in an amount equal to the amount (if any) by which (i) ninety percent (90%) of
the result of subtracting from Net Cash Flow Before Debt Service for that month
an amount equal to twice the Pay Rate Interest for such period (each calculated
as of that date) exceeds (ii) the Catch-Up Payment paid on that date by Maker to
Payee.

                  (f) Statements: Adjustment of Payments. Within thirty (30)
days following the due date for each payment of Basic Interest, Maker shall,
upon the request of Payee, deliver to Payee a statement of operations of the
Real Property for the month or other period with respect to which such Basic
Interest is due, showing in reasonable detail and in a format approved by Payee
the respective amounts of, and the method of calculating Gross Receipts,
Operating Expenses, Net Cash Flow, Catch-Up Payment and Cash Flow Contingent
Interest for the preceding month, as well as (if requested by Payee) all data
reasonably 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 month to which they
relate. Payee shall have the right to inspect, copy and audit such books of
account and records during reasonable business hours, and upon prior reasonable
notice to Maker, for the purpose of verifying the accuracy of any payments made
on account of any interest payments made hereunder. The costs of any such audit
will be paid by Payee, except that Maker shall pay all reasonable costs and
expenses of any such audit which discloses that any amount properly payable by
Maker to Payee 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. All interest
shall be equitably prorated on the basis of a 360-day year for any partial month
in which the term of the Loan commences or in which the Note is paid in full.

                  (h) Capital Proceeds Contingent Interest.

                           (i) Capital Proceeds Contingent Interest Defined.
Subject to Section 2(i) hereof, Maker shall pay to Payee, in addition to Pay
Rate 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. Subject to Section 2(i) hereof, 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 or refinancing of the Real Property (any such event is hereinafter
collectively referred to as a "Sale or

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Financing");

                                    (B) Default Occurrence. The occurrence of
any Event of Default 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 (the "Maturity Occurrence").

                           (iii) Notice of Triggering Event: Time for Payment of
Capital Proceeds Contingent Interest. Maker shall notify Payee of the occurrence
of a Triggering Event, and shall pay Payee 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 Payee written notice of any such
Triggering Event not less than forty-five (45) days before the date such
Triggering Event is to occur. Any Capital Proceeds Contingent Interest due Payee
on account of any Sale or Financing or the Maturity Occurrence shall be due and
payable to Payee within ninety (90) days of the date on which 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. Net
Capital Proceeds resulting from a 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) the Gross Capital Proceeds (as hereinafter defined) realized from the Real
Property 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 or stamp
taxes, mortgage taxes, environmental report fees, escrow fees and recording
charges, appraisal fees, reasonable attorneys' fees and costs, and sales taxes,
in each case actually paid or payable by Maker (or Property Owner) in connection
with the Sale or Financing, (bb) all payments of principal, Basic Interest and
Cash Flow Contingent Interest payable to Payee on account of this Note from the
proceeds of such Sale or Financing, and (cc) an amount equal to all payments of
principal, interest and yield maintenance and/or defeasance fees and expenses
due and payable on any senior loans, if any (including, without limitation the
SAC Holding Senior Notes), made from the proceeds 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

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financing which will remain as a lien or encumbrance against the Real 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).

                                   (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 Real Property 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, together
with accrued but unpaid Basic Interest on this Note and (bb) the outstanding
principal balance of, and accrued but unpaid interest on, the secured Real
Property debt.

                           (v) Determination of Fair Market Value. The fair
market value of the Real 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 Real Property, Payee shall select an experienced and reputable
appraiser to prepare a written appraisal report of the fair market value of the
Real Property in accordance with clause (C) below, and the appraised fair market
value submitted to Payee by such appraiser shall be conclusive for purposes of
this Note.

                                   (B) Other Occurrences. In all other
circumstances the fair market value of the Real 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 Real 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 Real Property for the three immediately
preceding fiscal years of the Real 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 Real 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 Real Property is located.

                           (vi) Statement, Books and Records. With each payment
of Capital Proceeds Contingent Interest, Maker shall furnish to Payee a
statement setting forth Maker's 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

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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 Payee'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 Payee, except
that Maker shall pay all reasonable costs and expenses of any such audit which
discloses that any amount properly payable by Maker to Payee 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, Payee 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 Real 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 Payee, but Payee 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.

                  (i)      Limitation on Capital Proceeds Contingent Interest
while SAC Holding Senior Notes Remain Outstanding. Notwithstanding anything to
the contrary herein, in the event a Triggering Event takes place at any time
while all or any portion of the SAC Holding Senior Notes is outstanding, the
payment of any Capital Proceeds Contingent Interest on account of such
occurrence shall be deferred as hereinafter provided, and any amounts
constituting Excess Sale Proceeds or Excess Refinancing Proceeds under the SAC
Notes Indenture related to such occurrence shall be applied to redeem or
repurchase the SAC Holding Senior Notes, in accordance with the terms of the SAC
Notes Indenture, it being agreed that payment of Capital Proceeds Contingent
Interest is subordinate to the payment in full of the SAC Holding Senior Notes.
Subject to the terms of the SAC Notes Indenture and the PSA, Capital Proceeds
Contingent Interest shall be paid within five years of the occurrence of such
Triggering Event.

         3.       Usury Savings Clause. The provisions of this Section 3 shall
govern and control over any inconsistent provision contained in this Note. The
Payee 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 Payee 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 Payee
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

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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 Payee 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 Payee 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 Payee Basic
Interest and Additional Interest the respective amounts, and at the respective
times provided in Section 2 hereinabove. No principal payments shall be due
hereunder except as required at the Maturity Date. Each payment of Basic
Interest (including without limitation, Deferred Interest) and Additional
Interest shall be payable in Phoenix, Arizona (or at any other place which Payee
may hereafter designate from time to time for such purpose in a notice duly
given to 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 Payee 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)      Principal. The principal amount of this Note,
together with all accrued but unpaid Interest, shall be due and payable upon the
Maturity Date.

                  (c)      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 Payee within five business days after the
date it first becomes due and payable, Maker shall pay to the Payee 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 hereunder (other than the principal
payment due upon Maturity Date, whether by acceleration or otherwise) is not
made when due, Payee 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 is a reasonable
estimate of the expenses reasonably anticipated to be so incurred.

                  (d)      Prepayment. Maker shall have the right to prepay this
Note, without penalty, in whole or in part, at any time in Maker's discretion.

         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 and validly existing under the laws of the state of its organization,
and has the power and authority to execute and deliver this Note and consummate
the transactions contemplated hereby;

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                  (b)      No Violation. Maker's execution, delivery and
performance of its obligations under this Note 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;

                  (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)      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 Property Owner and/or for other lawful corporate purposes.

                  (b)      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 shall be made of all dealings and
transactions in relation to its business and activities and, upon reasonable
notice, permit representatives of Payee 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 Payee 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. Payee shall have the right to inspect, copy and audit such books of
account and records at Payee'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 Payee,
except that Maker shall pay all reasonable costs and expenses of any such audit
which discloses that any amount properly payable by Maker to Payee hereunder
exceeded by five percent (5%) or more the amount actually paid and initially
reported by Maker as being payable with respect thereto.

                  (c)      Notices. Give prompt written notice to Payee of (i)
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
Real Property which, if adversely determined, could reasonably be expected to
have a material adverse effect on Maker (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). Additionally, Maker shall

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give prompt written notice to Payee of any fact known to Maker which would
prohibit the making of any payment on or in respect of this Note, but failure to
give such notice shall not affect any subordination of this Note to the SAC
Holding Senior Notes as provided in Section 2(i) hereof or otherwise.

                  (d)      Expenses. Pay all reasonable out-of-pocket expenses
(including fees and disbursements of counsel, including special local counsel)
of Payee, incident to any amendments, waivers and renewals of this Note.

                  (e)      Co-operation. Execute and deliver to Payee 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
Payee to effectuate the provisions and purposes of this Note.

                  (f)      Management Agreement. Cause or permit the Real
Property to be 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 Payee, which Property Manager
shall be employed pursuant to an agreement (the "Property Management Agreement")
approved by the Payee. 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.

         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 SAC Holding Senior Notes; (ii) the Loan; (iii)
Maker's contingent obligations under the secured Real Property debt (as the same
may be amended, extended or refinanced from time to time by mortgage loan, sale
leaseback transaction or otherwise) and the other senior mortgage loans extended
to subsidiaries or other affiliates of Maker (as the same may be amended,
extended or refinanced from time to time by mortgage loan, sale leaseback
transaction or otherwise); (iv) non- delinquent taxes; (v) unsecured debt
incurred in the ordinary course of business and (vi) other indebtedness owed to
Payee and its affiliates; provided, however, that for so long as the SAC Holding
Senior Notes are outstanding, Maker shall not incur any Indebtedness prohibited
by the terms of the SAC Notes Indenture.

                  (b)      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.

         8.       Event of Default; Remedies. Any one of the following
occurrences shall constitute an Event of Default under this Note:

                  (a)      The failure by the undersigned to make any payment of
principal or Interest

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                                       11

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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 receipt of notice thereof to the Maker;

                  (b)      Any representation, warranty or certification made by
Maker herein or in any report delivered to the Payee under or in connection with
this Note 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
Payee within 30 days written notice thereof to Maker;

                  (c)      The failure by Maker to perform any obligation under,
or the occurrence of any other default with respect to any provision of, this
Note other than as described in any of the other clauses of this Section 8, and
the continuation of such default for a period of 30 days after written notice
thereof to the Maker;

                  (d)      (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 Payee'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

                  (f)      one or more final judgments or orders that exceed $80
million in the aggregate (net of amounts bonded, covered by insurance or covered
by a binding agreement for indemnification from a third party) for the payment
of money have been entered by a court or courts of competent jurisdiction
against Maker and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered or, in the event such
judgments have been bonded to the extent required pending appeal, after the date
such judgments become non-appealable.

         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 at the option of

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                                       12

<PAGE>

the Payee and without demand or notice of any kind to the undersigned or any
other person, shall, subject to the PSA, immediately become and be due and
payable in full; and the Payee 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 Payee hereof may have under applicable law, upon the
occurrence of any Event of Default hereunder the Payee 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 Payee or an affiliate of Payee.

         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 Payee hereof may be allocated by the
Payee to principal, Interest or other charges or amounts as the Payee 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, 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 Payee 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 Payee 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.

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         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 Payee hereof, on demand, all reasonable costs of collection or
enforcement, including (but not limited to) all attorneys' fees, court costs,
and other costs and reasonable expenses incurred by the Payee hereof, on demand,
all reasonable costs of collection or enforcement, including (but not limited
to) all attorneys' fees, court costs, and other reasonable costs and expenses
incurred by the Payee hereof in connection with the protection of this Note,
whether or not any lawsuit is ever filed with respect thereto.

         14.      Unsecured Note. This Note is unsecured.

         15.      Notices. All notices, demands and other communications
hereunder to either party shall be made in writing and shall be deemed to have
been given when actually received or, if mailed, on the first to occur of actual
receipt or the third business day after the deposit thereof in the United States
mails, by registered or certified mail, postage prepaid, addressed as follows:

         If to the Maker:      SAC Holding Corporation
                               715 South Country Club Drive
                               Mesa, AZ 85210
                               Attention: President
                               Fax No.: 480-835-5478

         If to Payee :         U-Haul International, Inc.
                               2721 North Central Avenue
                               Phoenix, Arizona 85004
                               Attention: President

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 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 Payee'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.

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         19.      PAYEE NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER
SHALL THE PAYEE OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH
MAKER OR MAKER'S SUBSIDIARIES. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE
MAKER AND THE PAYEE HEREOF ARE PARTNERS OR CO-VENTURERS.

         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.

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                                       15

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note, pursuant to proper authority duly granted, as of the date and year first
above written.

                      SAC HOLDING CORPORATION
                      a Nevada corporation

                      By: ______________________________

                      Its:______________________________

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                                       16

<PAGE>

 THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SAC PARTICIPATION AND SUBORDINATION
AGREEMENT (THE "PSA") DATED AS OF MARCH 15, 2004 AMONG SAC HOLDING CORPORATION,
    SAC HOLDING II CORPORATION (COLLECTIVELY, "SAC HOLDING"), AMERCO, U-HAUL
   INTERNATIONAL, INC., AND LAW DEBENTURE TRUST COMPANY OF NEW YORK, INC., AS
         TRUSTEE UNDER THAT CERTAIN INDENTURE WITH RESPECT TO THE 8.5%
                      SENIOR NOTES DUE 2014 OF SAC HOLDING

                      AMENDED AND RESTATED PROMISSORY NOTE

Maximum principal amount of up to                      Dated as of March 1, 2004
$76,000,000.00

         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 Payee may from time to time designate in writing,
the principal sum of up to Seventy-Six Million and no/100th Dollars
($76,000,000.00), 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%).

                  "Additional Interest": shall mean and include both Cash Flow
Contingent Interest and Capital Proceeds Contingent Interest.

                  "Basic Interest": shall have the meaning given it in Section
2(a) 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 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 Property Owner during such period
arising from the ownership, rental, use, occupancy or

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<PAGE>

operation of the Real Property. Gross Receipts shall include, without
limitation, all receipts from all tenants, licensees, customers and other
occupants and users of the Real Property, including, without limitation, rents,
security deposits and the like, interest earned and paid or credited on all
Maker's or the Property Owner's deposit accounts related to the Real Property,
all proceeds of rent or business interruption insurance, and the proceeds of all
casualty insurance and eminent domain awards to the extent not applied, or
reserved and applied within six (6) months after the creation of such reserve,
to the restoration of the Real Property. Gross Receipts shall include the dealer
commission payable from U-Haul International, Inc. (or affiliate thereof) to
Maker (or affiliate thereof) for the rental of U-Haul equipment at the Real
Property; provided however that such dealer 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 dealer commissions. Gross Receipts shall not include any
capital contributed to Maker or proceeds from any loan made to Maker or proceeds
from the sale of any Real Property. 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 Payee 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.

                  "Interest": shall mean Basic Interest and Additional Interest.

                  "Loan": shall mean the unsecured loan in the amount of up to
$76,000,000.00 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.

                  "Management Fee": shall mean the fee paid to the Property
Manager pursuant to the Property Management Agreement.

                  "Maturity Date": shall mean the first to occur of: (i) the
Stated Maturity Date; (ii) the date on which the unpaid principal balance of,
and unpaid Interest on, this Note shall become due and payable on account of
acceleration by Payee and (iii) the date on which a Triggering Event occurs.

                  "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 and Operating Expenses paid for and with respect to 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.

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                  "Note": shall mean this Amended and Restated 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 and the Property Owner actually paid (and properly
payable) during such period for (i) real and personal property taxes on the Real
Property; (ii) principal and interest on the secured Real Property debt; (iii)
premiums for liability, property and other insurance on the Real Property; (iv)
the Management Fee; (v) sales and rental taxes relating to the Real Property;
and (vi) normal, reasonable and customary operating expenses of the Real
Property. In no event shall Operating Expenses include amounts distributed to
the partners or shareholder's of Maker or the Property Owner, any payments made
on the Loan or any other loan obtained by Maker, amounts paid out of any funded
reserve expressly approved by Payee, if any, 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 a rate per annum equal of two percent
(2.0%).

                  "Pay Rate Interest": shall mean the interest on the unpaid
principal balance of this Note from time to time outstanding at the Pay Rate.

                  "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.

                  "Property Manager": shall have the meaning given it in Section
6(f) below.

                  "Property Management Agreement": shall have the meaning given
such term in Section 6(f) below.

                  "Property Owner" means, collectively, Twenty-Four SAC
Self-Storage Partnership, a Nevada limited partnership, Twenty-Five SAC
Self-Storage Partnership, a Nevada limited partnership, Twenty-Six SAC
Self-Storage Partnership, a Nevada limited partnership and Twenty-Seven SAC
Self-Storage Partnership, a Nevada limited partnership

                   "Real Property" means the real property owned by Property
Owner from time to time.

                  "SAC Holding Senior Notes": shall mean the 8.5% Senior Notes
due 2014 of SAC Holding Corporation and SAC Holding II Corporation.

                  "SAC Notes Indenture": shall mean that certain Indenture with
respect to the SAC Holding Senior Notes.

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<PAGE>

                  "Sale": shall mean any direct or indirect sale, assignment,
transfer, conveyance, lease or disposition of any kind whatsoever of (i) the
Real Property or any portion thereof (excluding leases and licenses in the
ordinary course of business, the granting of easements, servitudes,
rights-of-way, dedications and like interests in the ordinary course of business
and conveyances pursuant to condemnations or eminent domain) or (ii) 25% or more
(in the aggregate of all such sales, assignments, transfers, conveyances or
dispositions made at any time or from time to time, taken together) of the
equity interests in Property Owner.

                  "Stated Maturity Date": shall mean the earlier of (i) January
1, 2022 and (ii) from and after April 1, 2014, on demand by Payee.

                  "Triggering Event": shall have the meaning given it in Section
2(h)(ii) below.

         2.       Interest.

                  (a)      Basic Interest Rate Prior to Maturity. From the date
hereof through and including the Maturity Date, interest ("Basic Interest")
shall accrue on the principal balance of this Note outstanding from time to time
at the Accrual Rate. Notwithstanding the foregoing, on the first business day of
each month commencing on March 1, 2004 and through the Maturity Date, Maker
shall pay to Payee Pay Rate Interest on the unpaid principal balance of this
Note. The remainder of the Basic Interest ("Deferred Interest") shall be
deferred and shall bear interest at the Accrual Rate, and shall be payable as
and at the time provided in Section 2(d) below. Any accrued interest on the
Deferred Interest shall be considered part of Deferred Interest.

                  All interest hereunder shall be payable monthly in arrears, on
the first business day of each month.

                  (b)      Post-Maturity Basic Interest. From and after the
Maturity Date, 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 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 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 the result of subtracting from Net Cash Flow Before Debt
Service for that month an amount equal to twice the Pay Rate Interest for such
period;

                           (ii)     All unpaid Deferred Interest shall be paid
on the Maturity Date; and

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<PAGE>

                           (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 Payee interest ("Cash Flow Contingent Interest")
in an amount equal to the amount (if any) by which (i) ninety percent (90%) of
the result of subtracting from Net Cash Flow Before Debt Service for that month
an amount equal to twice the Pay Rate Interest for such period (each calculated
as of that date) exceeds (ii) the Catch-Up Payment paid on that date by Maker to
Payee.

                  (f)      Statements; Adjustment of Payments. Within thirty
(30) days following the due date for each payment of Basic Interest, Maker
shall, upon the request of Payee, deliver to Payee a statement of operations of
the Real Property for the month or other period with respect to which such Basic
Interest is due, showing in reasonable detail and in a format approved by Payee
the respective amounts of, and the method of calculating Gross Receipts,
Operating Expenses, Net Cash Flow, Catch-Up Payment and Cash Flow Contingent
Interest for the preceding month, as well as (if requested by Payee) all data
reasonably 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 month to which they
relate. Payee shall have the right to inspect, copy and audit such books of
account and records during reasonable business hours, and upon prior reasonable
notice to Maker, for the purpose of verifying the accuracy of any payments made
on account of any interest payments made hereunder. The costs of any such audit
will be paid by Payee, except that Maker shall pay all reasonable costs and
expenses of any such audit which discloses that any amount properly payable by
Maker to Payee 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. All
interest shall be equitably prorated on the basis of a 360-day year for any
partial month in which the term of the Loan commences or in which the Note is
paid in full.

                  (h)      Capital Proceeds Contingent Interest.

                           (i)      Capital Proceeds Contingent Interest
Defined. Subject to Section 2(i) hereof, Maker shall pay to Payee, in addition
to Pay Rate 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. Subject to Section 2(i) hereof, 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"):

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<PAGE>

                                    (A)      Property Sale or Financing. The
closing of any Sale or refinancing of the Real Property (any such event is
hereinafter collectively referred to as a "Sale or Financing");

                                    (B)      Default Occurrence. The occurrence
of any Event of Default 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 (the "Maturity Occurrence").

                           (iii)    Notice of Triggering Event: Time for Payment
of Capital Proceeds Contingent Interest. Maker shall notify Payee of the
occurrence of a Triggering Event, and shall pay Payee 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 Payee written notice of
any such Triggering Event not less than forty-five (45) days before the date
such Triggering Event is to occur. Any Capital Proceeds Contingent Interest due
Payee on account of any Sale or Financing or the Maturity Occurrence shall be
due and payable to Payee within ninety (90) days of the date on which 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. Net
Capital Proceeds resulting from a 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) the Gross Capital Proceeds (as hereinafter defined) realized from the Real
Property 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 or stamp
taxes, mortgage taxes, environmental report fees, escrow fees and recording
charges, appraisal fees, reasonable attorneys' fees and costs, and sales taxes,
in each case actually paid or payable by Maker (or Property Owner) in connection
with the Sale or Financing, (bb) all payments of principal, Basic Interest and
Cash Flow Contingent Interest payable to Payee on account of this Note from the
proceeds of such Sale or Financing, and (cc) an amount equal to all payments of
principal, interest and yield maintenance and/or defeasance fees and expenses
due and payable on any senior loans, if any (including, without limitation the
SAC Holding Senior Notes), made from the proceeds of such Sale or Financing. For
purposes of this Section 2(h), "Gross Capital Proceeds" shall mean the gross
proceeds of whatever form or

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<PAGE>

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 Real 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).

                                    (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 Real Property 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, together
with accrued but unpaid Basic Interest on this Note and (bb) the outstanding
principal balance of, and accrued but unpaid interest on, the secured Real
Property debt.

                           (v)      Determination of Fair Market Value. The fair
market value of the Real 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 Real Property, Payee shall select an experienced and
reputable appraiser to prepare a written appraisal report of the fair market
value of the Real Property in accordance with clause (C) below, and the
appraised fair market value submitted to Payee by such appraiser shall be
conclusive for purposes of this Note.

                                    (B)      Other Occurrences. In all other
circumstances the fair market value of the Real 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 Real 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 Real Property for the three immediately
preceding fiscal years of the Real 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 Real
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 Real Property is located.

                           (vi)     Statement, Books and Records. With each
payment of Capital Proceeds Contingent Interest, Maker shall furnish to Payee a
statement setting forth Maker's calculation of

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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
Payee'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 Payee, except that Maker shall pay all reasonable costs and
expenses of any such audit which discloses that any amount properly payable by
Maker to Payee 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, Payee 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 Real 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 Payee, but Payee 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.

                  (i)      Limitation on Capital Proceeds Contingent Interest
while SAC Holding Senior Notes Remain Outstanding. Notwithstanding anything to
the contrary herein, in the event a Triggering Event takes place at any time
while all or any portion of the SAC Holding Senior Notes is outstanding, the
payment of any Capital Proceeds Contingent Interest on account of such
occurrence shall be deferred as hereinafter provided, and any amounts
constituting Excess Sale Proceeds or Excess Refinancing Proceeds under the SAC
Notes Indenture related to such occurrence shall be applied to redeem or
repurchase the SAC Holding Senior Notes, in accordance with the terms of the SAC
Notes Indenture, it being agreed that payment of Capital Proceeds Contingent
Interest is subordinate to the payment in full of the SAC Holding Senior Notes.
Subject to the terms of the SAC Notes Indenture and the PSA, Capital Proceeds
Contingent Interest shall be paid within five years of the occurrence of such
Triggering Event.

         3.       Usury Savings Clause. The provisions of this Section 3 shall
govern and control over any inconsistent provision contained in this Note. The
Payee 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 Payee 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 Payee
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)

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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 Payee 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 Payee 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 Payee Basic
Interest and Additional Interest the respective amounts, and at the respective
times provided in Section 2 hereinabove. No principal payments shall be due
hereunder except as required at the Maturity Date. Each payment of Basic
Interest (including without limitation, Deferred Interest) and Additional
Interest shall be payable in Phoenix, Arizona (or at any other place which Payee
may hereafter designate from time to time for such purpose in a notice duly
given to 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 Payee 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)      Principal. The principal amount of this Note,
together with all accrued but unpaid Interest, shall be due and payable upon the
Maturity Date.

                  (c)      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 Payee within five business days after the
date it first becomes due and payable, Maker shall pay to the Payee 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 hereunder (other than the principal
payment due upon Maturity Date, whether by acceleration or otherwise) is not
made when due, Payee 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 is a reasonable
estimate of the expenses reasonably anticipated to be so incurred.

                  (d)      Prepayment. Maker shall have the right to prepay this
Note, without penalty, in whole or in part, at any time in Maker's discretion.

         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 and validly existing under the laws of the state of its organization,
and has the power and authority to execute and

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deliver this Note and consummate the transactions contemplated hereby;

                  (b)      No Violation. Maker's execution, delivery and
performance of its obligations under this Note 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;

                  (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)      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 Property Owner and/or for other lawful corporate purposes.

                  (b)      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 shall be made of all dealings and
transactions in relation to its business and activities and, upon reasonable
notice, permit representatives of Payee 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 Payee 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. Payee shall have the right to inspect, copy and audit such books of
account and records at Payee'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 Payee,
except that Maker shall pay all reasonable costs and expenses of any such audit
which discloses that any amount properly payable by Maker to Payee hereunder
exceeded by five percent (5%) or more the amount actually paid and initially
reported by Maker as being payable with respect thereto.

                  (c)      Notices. Give prompt written notice to Payee of (i)
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
Real Property which, if adversely determined, could reasonably be expected to
have a material adverse effect on Maker (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). Additionally, Maker shall

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give prompt written notice to Payee of any fact known to Maker which would
prohibit the making of any payment on or in respect of this Note, but failure to
give such notice shall not affect any subordination of this Note to the SAC
Holding Senior Notes as provided in Section 2(i) hereof or otherwise.

                  (d)      Expenses. Pay all reasonable out-of-pocket expenses
(including fees and disbursements of counsel, including special local counsel)
of Payee, incident to any amendments, waivers and renewals of this Note.

                  (e)      Co-operation. Execute and deliver to Payee 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
Payee to effectuate the provisions and purposes of this Note.

                  (f)      Management Agreement. Cause or permit the Real
Property to be 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 Payee, which Property Manager
shall be employed pursuant to an agreement (the "Property Management Agreement")
approved by the Payee. 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.

         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 SAC Holding Senior Notes; (ii) the Loan; (iii)
Maker's contingent obligations under the secured Real Property debt (as the same
may be amended, extended or refinanced from time to time by mortgage loan, sale
leaseback transaction or otherwise) and the other senior mortgage loans extended
to subsidiaries or other affiliates of Maker (as the same may be amended,
extended or refinanced from time to time by mortgage loan, sale leaseback
transaction or otherwise); (iv) non-delinquent taxes; (v) unsecured debt
incurred in the ordinary course of business and (vi) other indebtedness owed to
Payee and its affiliates; provided, however, that for so long as the SAC Holding
Senior Notes are outstanding, Maker shall not incur any Indebtedness prohibited
by the terms of the SAC Notes Indenture.

                  (b)      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.

         8.       Event of Default; Remedies. Any one of the following
occurrences shall constitute an Event of Default under this Note:

                  (a)      The failure by the undersigned to make any payment of
principal or Interest upon this Note as and when the same becomes due and
payable in accordance with the provisions

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hereof, and the continuation of such failure for a period of ten (10) days after
receipt of notice thereof to the Maker;

                  (b)      Any representation, warranty or certification made by
Maker herein or in any report delivered to the Payee under or in connection with
this Note 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
Payee within 30 days written notice thereof to Maker;

                  (c)      The failure by Maker to perform any obligation under,
or the occurrence of any other default with respect to any provision of, this
Note other than as described in any of the other clauses of this Section 8, and
the continuation of such default for a period of 30 days after written notice
thereof to the Maker;

                  (d)      (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 Payee'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

                  (f)      one or more final judgments or orders that exceed $80
million in the aggregate (net of amounts bonded, covered by insurance or covered
by a binding agreement for indemnification from a third party) for the payment
of money have been entered by a court or courts of competent jurisdiction
against Maker and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered or, in the event such
judgments have been bonded to the extent required pending appeal, after the date
such judgments become non-appealable.

         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 at the option of the Payee and without
demand or notice of any kind to the undersigned or any other person, shall,

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subject to the terms of the PSA, immediately become and be due and payable in
full; and the Payee 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 Payee hereof may have under applicable law, upon the
occurrence of any Event of Default hereunder the Payee 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 Payee or an affilate of Payee.

         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 Payee hereof may be allocated by the
Payee to principal, Interest or other charges or amounts as the Payee 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, 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 Payee 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 Payee 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.

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         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 Payee hereof, on demand, all reasonable costs of collection or
enforcement, including (but not limited to) all attorneys' fees, court costs,
and other costs and reasonable expenses incurred by the Payee hereof, on demand,
all reasonable costs of collection or enforcement, including (but not limited
to) all attorneys' fees, court costs, and other reasonable costs and expenses
incurred by the Payee hereof in connection with the protection of this Note,
whether or not any lawsuit is ever filed with respect thereto.

         14.      Unsecured Note. This Note is unsecured.

         15.      Notices. All notices, demands and other communications
hereunder to either party shall be made in writing and shall be deemed to have
been given when actually received or, if mailed, on the first to occur of actual
receipt or the third business day after the deposit thereof in the United States
mails, by registered or certified mail, postage prepaid, addressed as follows:

         If to the Maker:      SAC Holding Corporation
                               715 South Country Club Drive
                               Mesa, AZ 85210
                               Attention: President
                               Fax No.: 480-835-5478

         If to Payee :         U-Haul International, Inc.
                               2721 North Central Avenue
                               Phoenix, Arizona 85004
                               Attention: President

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 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 Payee'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.      PAYEE NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER
SHALL THE PAYEE OF THIS NOTE BE DEEMED TO BE A

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PARTNER OR A CO-VENTURER WITH MAKER OR MAKER'S SUBSIDIARIES. MAKER SHALL NOT
REPRESENT TO ANY PERSON THAT THE MAKER AND THE PAYEE HEREOF ARE PARTNERS OR
CO-VENTURERS.

         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.

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         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: ________________________________________

                                  Its:________________________________________

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 THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SAC PARTICIPATION AND SUBORDINATION
AGREEMENT (THE "PSA") DATED AS OF MARCH 15, 2004 AMONG SAC HOLDING CORPORATION,
    SAC HOLDING II CORPORATION (COLLECTIVELY, "SAC HOLDING"), AMERCO, U-HAUL
   INTERNATIONAL, INC., AND LAW DEBENTURE TRUST COMPANY OF NEW YORK, INC., AS
         TRUSTEE UNDER THAT CERTAIN INDENTURE WITH RESPECT TO THE 8.5%
                      SENIOR NOTES DUE 2014 OF SAC HOLDING

                      AMENDED AND RESTATED PROMISSORY NOTE

Maximum principal amount of up to                      Dated as of March 1, 2004
$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 Payee may from time to time designate in writing,
the principal sum of up to Forty-Seven Million Five Hundred Thousand and
no/100th Dollars ($47,500,000.00), 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%).

         "Additional Interest": shall mean and include both Cash Flow Contingent
Interest and Capital Proceeds Contingent Interest.

         "Basic Interest": shall have the meaning given it in Section 2(a)
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 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 Property Owner during such period arising
from the ownership, rental, use, occupancy or operation of the Real Property.
Gross Receipts shall include, without limitation, all receipts from all tenants,

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licensees, customers and other occupants and users of the Real Property,
including, without limitation, rents, security deposits and the like, interest
earned and paid or credited on all Maker's or the Property Owner's deposit
accounts related to the Real Property, all proceeds of rent or business
interruption insurance, and the proceeds of all casualty insurance and eminent
domain awards to the extent not applied, or reserved and applied within six (6)
months after the creation of such reserve, to the restoration of the Real
Property. Gross Receipts shall include the dealer commission payable from U-Haul
International, Inc. (or affiliate thereof) to Maker (or affiliate thereof) for
the rental of U-Haul equipment at the Real Property; provided however that such
dealer 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 dealer commissions.
Gross Receipts shall not include any capital contributed to Maker or proceeds
from any loan made to Maker or proceeds from the sale of any Real Property. 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 Payee 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.

         "Interest": shall mean Basic Interest and Additional 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, or up to such
amount as may have been advanced by Payee to Maker from time to time.

         "Management Fee": shall mean the fee paid to the Property Manager
pursuant to the Property Management Agreement.

         "Maturity Date": shall mean the first to occur of: (i) the Stated
Maturity Date; (ii) the date on which the unpaid principal balance of, and
unpaid Interest on, this Note shall become due and payable on account of
acceleration by Payee and (iii) the date on which a Triggering Event occurs.

         "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 and Operating Expenses paid for and with respect to such period; but Net
Cash Flow for any period shall not be less than zero.

         "Net Cash Flow Before Debt Service": shall mean, for any period, the
amount by which the Gross Receipts for such period exceed the Operating Expenses
for and with respect to such period.

         "Note": shall mean this Amended and Restated Promissory Note as it may
be amended, modified, extended or restated from time to time, together with all
substitutions and replacements therefor.

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         "Operating Expenses": shall mean, for any period, all cash expenditures
of Maker and the Property Owner actually paid (and properly payable) during such
period for (i) real and personal property taxes on the Real Property; (ii)
principal and interest on the secured Real Property debt; (iii) premiums for
liability, property and other insurance on the Real Property; (iv) the
Management Fee; (v) sales and rental taxes relating to the Real Property; and
(vi) normal, reasonable and customary operating expenses of the Real Property.
In no event shall Operating Expenses include amounts distributed to the partners
or shareholder's of Maker or the Property Owner, any payments made on the Loan
or any other loan obtained by Maker, amounts paid out of any funded reserve
expressly approved by Payee, if any, 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 a rate per annum equal of two percent (2.0%).

         "Pay Rate Interest": shall mean the interest on the unpaid principal
balance of this Note from time to time outstanding at the Pay Rate.

         "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.

         "Property Manager": shall have the meaning given it in Section 6(f)
below.

         "Property Management Agreement": shall have the meaning given such term
in Section 6(f) below.

         "Property Owner" means, 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.

         "Real Property" means the real property owned by Property Owner from
time to time.

         "SAC Holding Senior Notes": shall mean the 8.5% Senior Notes due 2014
of SAC Holding Corporation and SAC Holding II Corporation.

         "SAC Notes Indenture": shall mean that certain Indenture with respect
to the SAC Holding Senior Notes.

         "Sale": shall mean any direct or indirect sale, assignment, transfer,
conveyance, lease or disposition of any kind whatsoever of (i) the Real Property
or any portion thereof (excluding leases and licenses in the ordinary course of
business, the granting of easements, servitudes, rights-of-way, dedications and
like interests in the ordinary course of business and conveyances pursuant to
condemnations or eminent domain) or (ii) 25% or more (in the aggregate of all
such sales,

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assignments, transfers, conveyances or dispositions made at any time or from
time to time, taken together) of the equity interests in Property Owner.

         "Stated Maturity Date": shall mean the earlier of (i) January 1, 2022
and (ii) from and after April 1, 2014, on demand by Payee.

         "Triggering Event": shall have the meaning given it in Section 2(h)(ii)
below.

         2.       Interest.

                  (a)      Basic Interest Rate Prior to Maturity. From the date
hereof through and including the Maturity Date, interest ("Basic Interest")
shall accrue on the principal balance of this Note outstanding from time to time
at the Accrual Rate. Notwithstanding the foregoing, on the first business day of
each month commencing on March 1, 2004 and through the Maturity Date, Maker
shall pay to Payee Pay Rate Interest on the unpaid principal balance of this
Note. The remainder of the Basic Interest ("Deferred Interest") shall be
deferred and shall bear interest at the Accrual Rate, and shall be payable as
and at the time provided in Section 2(d) below. Any accrued interest on the
Deferred Interest shall be considered part of Deferred Interest.

         All interest hereunder shall be payable monthly in arrears, on the
first business day of each month.

                  (b)      Post-Maturity Basic Interest. From and after the
Maturity Date, 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 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 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 the result of subtracting from Net Cash Flow Before Debt
Service for that month an 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 Payee interest ("Cash Flow Contingent Interest")
in an amount equal to the amount (if any) by which (i)

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ninety percent (90%) of the result of subtracting from Net Cash Flow Before Debt
Service for that month an amount equal to twice the Pay Rate Interest for such
period (each calculated as of that date) exceeds (ii) the Catch-Up Payment paid
on that date by Maker to Payee.

                  (f)      Statements; Adjustment of Payments. Within thirty
(30) days following the due date for each payment of Basic Interest, Maker
shall, upon the request of Payee, deliver to Payee a statement of operations of
the Real Property for the month or other period with respect to which such Basic
Interest is due, showing in reasonable detail and in a format approved by Payee
the respective amounts of, and the method of calculating Gross Receipts,
Operating Expenses, Net Cash Flow, Catch-Up Payment and Cash Flow Contingent
Interest for the preceding month, as well as (if requested by Payee) all data
reasonably 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 month to which they
relate. Payee shall have the right to inspect, copy and audit such books of
account and records during reasonable business hours, and upon prior reasonable
notice to Maker, for the purpose of verifying the accuracy of any payments made
on account of any interest payments made hereunder. The costs of any such audit
will be paid by Payee, except that Maker shall pay all reasonable costs and
expenses of any such audit which discloses that any amount properly payable by
Maker to Payee 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. All
interest shall be equitably prorated on the basis of a 360-day year for any
partial month in which the term of the Loan commences or in which the Note is
paid in full.

                  (h)      Capital Proceeds Contingent Interest.

                           (i)      Capital Proceeds Contingent Interest
Defined. Subject to Section 2(i) hereof, Maker shall pay to Payee, in addition
to Pay Rate 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. Subject to Section 2(i) hereof, 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 or refinancing of the Real Property (any such event is
hereinafter collectively referred to as a "Sale or Financing");

                                    (B)      Default Occurrence. The occurrence
of any Event of Default and the acceleration of the maturity of the Loan on
account thereof (hereinafter collectively referred

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to as a "Default Occurrence"); and

                                    (C)      Maturity Occurrence. The occurrence
of the Maturity Date (the "Maturity Occurrence").

                           (iii)    Notice of Triggering Event: Time for Payment
of Capital Proceeds Contingent Interest. Maker shall notify Payee of the
occurrence of a Triggering Event, and shall pay Payee 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 Payee written notice of
any such Triggering Event not less than forty-five (45) days before the date
such Triggering Event is to occur. Any Capital Proceeds Contingent Interest due
Payee on account of any Sale or Financing or the Maturity Occurrence shall be
due and payable to Payee within ninety (90) days of the date on which 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. Net
Capital Proceeds resulting from a 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) the Gross Capital Proceeds (as hereinafter defined) realized from the Real
Property 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 or stamp
taxes, mortgage taxes, environmental report fees, escrow fees and recording
charges, appraisal fees, reasonable attorneys' fees and costs, and sales taxes,
in each case actually paid or payable by Maker (or Property Owner) in connection
with the Sale or Financing, (bb) all payments of principal, Basic Interest and
Cash Flow Contingent Interest payable to Payee on account of this Note from the
proceeds of such Sale or Financing, and (cc) an amount equal to all payments of
principal, interest and yield maintenance and/or defeasance fees and expenses
due and payable on any senior loans, if any (including, without limitation the
SAC Holding Senior Notes), made from the proceeds 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 Real 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

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<PAGE>

Financing (valued at a market rate of interest).

                                    (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 Real Property 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, together
with accrued but unpaid Basic Interest on this Note and (bb) the outstanding
principal balance of, and accrued but unpaid interest on, the secured Real
Property debt.

                           (v)      Determination of Fair Market Value. The fair
market value of the Real 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 Real Property, Payee shall select an experienced and
reputable appraiser to prepare a written appraisal report of the fair market
value of the Real Property in accordance with clause (C) below, and the
appraised fair market value submitted to Payee by such appraiser shall be
conclusive for purposes of this Note.

                                    (B)      Other Occurrences. In all other
circumstances the fair market value of the Real 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 Real 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 Real Property for the three immediately
preceding fiscal years of the Real 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 Real
Property constitute the highest and best use of the property. If the Triggering
Event is a Sale or Financing, the appraisers) 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 Real Property is located.

                           (vi)     Statement, Books and Records. With each
payment of Capital Proceeds Contingent Interest, Maker shall furnish to Payee a
statement setting forth Maker's 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 Payee'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

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Contingent Interest. The costs of any such audit will be paid by Payee, except
that Maker shall pay all reasonable costs and expenses of any such audit which
discloses that any amount properly payable by Maker to Payee 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, Payee 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 Real 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 Payee, but Payee 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.

                  (i)      Limitation on Capital Proceeds Contingent Interest
while SAC Holding Senior Notes Remain Outstanding. Notwithstanding anything to
the contrary herein, in the event a Triggering Event takes place at any time
while all or any portion of the SAC Holding Senior Notes is outstanding, the
payment of any Capital Proceeds Contingent Interest on account of such
occurrence shall be deferred as hereinafter provided, and any amounts
constituting Excess Sale Proceeds or Excess Refinancing Proceeds under the SAC
Notes Indenture related to such occurrence shall be applied to redeem or
repurchase the SAC Holding Senior Notes, in accordance with the terms of the SAC
Notes Indenture, it being agreed that payment of Capital Proceeds Contingent
Interest is subordinate to the payment in full of the SAC Holding Senior Notes.
Subject to the terms of the SAC Notes Indenture and the PSA, Capital Proceeds
Contingent Interest shall be paid within five years of the occurrence of such
Triggering Event.

         3.       Usury Savings Clause. The provisions of this Section 3 shall
govern and control over any inconsistent provision contained in this Note. The
Payee 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 Payee 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 Payee
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 Payee 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 Payee shall not be
subject to any penalties provided by any laws for

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<PAGE>

contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.

         4.       Payments.

                  (a)      Interest. Maker promises to pay to Payee Basic
Interest and Additional Interest the respective amounts, and at the respective
times provided in Section 2 hereinabove. No principal payments shall be due
hereunder except as required at the Maturity Date. Each payment of Basic
Interest (including without limitation, Deferred Interest) and Additional
Interest shall be payable in Phoenix, Arizona (or at any other place which Payee
may hereafter designate from time to time for such purpose in a notice duly
given to 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 Payee 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)      Principal. The principal amount of this Note,
together with all accrued but unpaid Interest, shall be due and payable upon the
Maturity Date.

                  (c)      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 Payee within five business days after the
date it first becomes due and payable, Maker shall pay to the Payee 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 hereunder (other than the principal
payment due upon Maturity Date, whether by acceleration or otherwise) is not
made when due, Payee 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 is a reasonable
estimate of the expenses reasonably anticipated to be so incurred.

                  (d)      Prepayment. Maker shall have the right to prepay this
Note, without penalty, in whole or in part, at any time in Maker's discretion.

         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 and validly existing under the laws of the state of its organization,
and has the power and authority to execute and deliver this Note and consummate
the transactions contemplated hereby;

                  (b)      No Violation. Maker's execution, delivery and
performance of its obligations under this Note 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;

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                  (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)      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 Property Owner and/or for other lawful corporate purposes.

                  (b)      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 shall be made of all dealings and
transactions in relation to its business and activities and, upon reasonable
notice, permit representatives of Payee 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 Payee 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. Payee shall have the right to inspect, copy and audit such books of
account and records at Payee'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 Payee,
except that Maker shall pay all reasonable costs and expenses of any such audit
which discloses that any amount properly payable by Maker to Payee hereunder
exceeded by five percent (5%) or more the amount actually paid and initially
reported by Maker as being payable with respect thereto.

                  (c)      Notices. Give prompt written notice to Payee of (i)
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
Real Property which, if adversely determined, could reasonably be expected to
have a material adverse effect on Maker (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). Additionally, Maker shall give prompt written notice to Payee of
any fact known to Maker which would prohibit the making of any payment on or in
respect of this Note, but failure to give such notice shall not affect any
subordination of this Note to the SAC Holding Senior Notes as provided in
Section 2(i) hereof or otherwise.

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<PAGE>

                  (d)      Expenses. Pay all reasonable out-of-pocket expenses
(including fees and disbursements of counsel, including special local counsel)
of Payee, incident to any amendments, waivers and renewals of this Note.

                  (e)      Co-operation. Execute and deliver to Payee 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
Payee to effectuate the provisions and purposes of this Note.

                  (f)      Management Agreement. Cause or permit the Real
Property to be 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 Payee, which Property Manager
shall be employed pursuant to an agreement (the "Property Management Agreement")
approved by the Payee. 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.

         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 SAC Holding Senior Notes; (ii) the Loan; (iii)
Maker's contingent obligations under the secured Real Property debt (as the same
may be amended, extended or refinanced from time to time by mortgage loan, sale
leaseback transaction or otherwise) and the other senior mortgage loans extended
to subsidiaries or other affiliates of Maker (as the same maybe amended,
extended or refinanced from time to time by mortgage loan, sale leaseback
transaction or otherwise); (iv) non-delinquent taxes; (v) unsecured debt
incurred in the ordinary course of business and (vi) other indebtedness owed to
Payee and its affiliates; provided, however, that for so long as the SAC Holding
Senior Notes are outstanding, Maker shall not incur any Indebtedness prohibited
by the terms of the SAC Notes Indenture.

                  (b)      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.

         8.       Event of Default: Remedies. Any one of the following
occurrences shall constitute an Event of Default under this Note:

                  (a)      The failure by the undersigned to make any payment of
principal or Interest upon this Note as and when the same becomes due and
payable in accordance with the provisions hereof, and the continuation of such
failure for a period of ten (10) days after receipt of notice thereof to the
Maker;

                  (b)      Any representation, warranty or certification made by
Maker herein or in any report delivered to the Payee under or in connection with
this Note is materially inaccurate or incomplete as of the date made; provided,
however, that such inaccurate or incomplete

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representation, warranty or certification is material and cannot be cured
without material prejudice to the Payee within 30 days written notice thereof to
Maker;

                  (c)      The failure by Maker to perform any obligation under,
or the occurrence of any other default with respect to any provision of, this
Note other than as described in any of the other clauses of this Section 8, and
the continuation of such default for a period of 30 days after written notice
thereof to the Maker;

                  (d)      (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 Payee'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

                  (f)      one or more final judgments or orders that exceed $80
million in the aggregate (net of amounts bonded, covered by insurance or covered
by a binding agreement for indemnification from a third party) for the payment
of money have been entered by a court or courts of competent jurisdiction
against Maker and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered or, in the event such
judgments have been bonded to the extent required pending appeal, after the date
such judgments become non-appealable.

         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 at the option of the Payee and without
demand or notice of any kind to the undersigned or any other person, shall,
subject to the terms of the PSA, immediately become and be due and payable in
full; and the Payee 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 Payee hereof may have under applicable law, upon the
occurrence of any Event of Default hereunder the Payee hereof shall have the
right, immediately and without notice, to appropriate and apply to the payment

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of this Note any and all balances, credits, deposits, accounts or moneys of the
Maker then or thereafter with or held by the Payee or an affilate of Payee.

         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 Payee hereof may be allocated by the
Payee to principal, Interest or other charges or amounts as the Payee 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, 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 Payee 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 Payee 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 Payee hereof, on demand, all reasonable costs of collection or
enforcement, including (but not limited to) all attorneys' fees, court costs,
and other costs and reasonable expenses incurred by the Payee hereof, on demand,
all reasonable costs of collection or enforcement, including (but not limited
to) all attorneys' fees, court costs, and other reasonable costs and expenses
incurred by the Payee hereof in connection with the

SACH (20-23)

                                       13

<PAGE>

protection of this Note, whether or not any lawsuit is ever filed with respect
thereto.

         14.      Unsecured Note. This Note is unsecured.

         15.      Notices. All notices, demands and other communications
hereunder to either party shall be made in writing and shall be deemed to have
been given when actually received or, if mailed, on the first to occur of actual
receipt or the third business day after the deposit thereof in the United States
mails, by registered or certified mail, postage prepaid, addressed as follows:

         If to the Maker:      SAC Holding Corporation
                               715 South Country Club Drive
                               Mesa, AZ 85210
                               Attention: President
                               Fax No.: 480-835-5478

         If to Payee :         U-Haul International, Inc.
                               2721 North Central Avenue
                               Phoenix, Arizona 85004
                               Attention: President

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 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 Payee'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.      PAYEE NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES WHATSOEVER
SHALL THE PAYEE OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH
MAKER OR MAKER'S SUBSIDIARIES. MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE
MAKER AND THE PAYEE HEREOF ARE PARTNERS OR CO-VENTURERS.

         20.      JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT

SACH (20-23)

                                       14

<PAGE>

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.

SACH (20-23)

                                       15

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note, pursuant to proper authority duly granted, as of the date and year first
above written.

                                     SAC HOLDING CORPORATION
                                     a Nevada corporation

                                     By: ______________________________________

                                     Its: _____________________________________

SACH (20-23)

                                       16

<PAGE>

                                   EXHIBIT "C"

                             SAC SHAREHOLDER CONSENT

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned, pursuant to that certain SAC
Participation and Subordination Agreement dated March 15, 2004 (the
"Agreement"), by and among SAC Holding, AMERCO, U-Haul International, Inc. and
the SAC Notes Trustee, the undersigned (the sole shareholder of SAC Holding)
hereby consents to the execution delivery and performance of the Agreement by
SAC Holding in accordance with its terms, and expressly consents to and agrees
to be bound by the provisions of Section 4 of the Agreement which limit or
prohibit the payment of dividends or distributions to the shareholder of SAC
Holding, as amended from time to time in accordance with the Agreement, to the
full extent as though the undersigned was a party thereto.

         The undersigned acknowledges that the Parties to the Agreement are
expressly and reasonably relying upon this Consent in entering into and
performing their obligations under the Agreement.

         Capitalized terms used but not defined herein shall have the meanings
provided for such terms in the Agreement.

                                       22

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Consent as of the 15th day of March, 2004.

                                       BLACKWATER INVESTMENTS, INC., a
                                       Nevada corporation

                                       By: /s/ Mark V.Shoen
                                           -------------------------------------
                                               Mark V.Shoen
                                       Its: President

<PAGE>

                                   EXHIBIT "D"
                             AGREEMENT TO INDEMNIFY

         THIS AGREEMENT TO INDEMNIFY (this "Agreement") is dated as of March 15,
2004 and is by AMERCO, a Nevada corporation ("Indemnitor") in favor of the
Indemnified Persons (as defined below).

         WHEREAS, as consideration for SAC Holding Corporation and SAC Holding
II Corporation being proponents of the Amended Joint Plan of Reorganization of
AMERCO and Amerco Real Estate Company, as the same may be amended from time to
time (the "Plan"), and the undertaking by such entities of the transactions
required or contemplated thereby, Indemnitor desires to indemnify the
Indemnified Persons as provided herein, and the Indemnified Persons require such
indemnification from AMERCO.

         NOW THEREFORE, it is agreed that Indemnitor shall pay, indemnify,
defend, and hold SAC Holding Corporation, a Nevada corporation, SAC Holding II
Corporation, a Nevada corporation, Mark V. Shoen and Charlene Shoen, husband and
wife, individuals, and each of their respective officers, directors, employees,
agents, and attorneys-in-fact (if any) (each, an "Indemnified Person" and
collectively, the "Indemnified Persons") harmless (to the fullest extent
permitted by law) from and against any and all claims, demands, suits, actions,
investigations, proceedings, and damages, and all reasonable attorneys fees and
disbursements and other costs and expenses actually incurred in connection
therewith (as and when they are incurred and irrespective of whether suit is
brought), at any time asserted against, imposed upon, or incurred by any of them
(a) in connection with or as a result of or related to the execution, delivery,
enforcement or performance of any agreement required or contemplated by the Plan
(including, without limitation, the SAC Holdings Senior Notes Indenture (as
defined in the Plan), the SAC Holdings Participation and Subordination Agreement
(as defined in the Plan) and the Amended and Restated SAC Holding Notes (as
defined in the SAC Holdings Senior Notes Indenture)) and (b) with respect to any
investigation, litigation, or proceeding related to any agreement required or
contemplated by the Plan (including, without limitation, the SAC Holdings Senior
Notes Indenture, the SAC Holdings Participation and Subordination Agreement and
the Amended and Restated SAC Holding Notes), or the use of the proceeds under
any of the foregoing (irrespective of whether any Indemnified Person is a party
thereto), or any act, omission, event, or circumstance in any manner related
thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The
foregoing to the contrary notwithstanding, Indemnitor shall have no obligation
to any Indemnified Person under this Agreement with respect to any otherwise
Indemnified Liability (i) arising out of or in connection with any payment
default or other default under the SAC Holdings Participation and Subordination
Agreement, the Amended and Restated SAC Holding Notes and the SAC Holdings
Senior Note Indenture, other than any default resulting primarily from the
failure of the Indemnitor to comply with any contractual obligation to which it
is subject, or (ii) that a court of competent jurisdiction finally determines to
have resulted from the gross negligence or willful misconduct of such
Indemnified Person.

         This Agreement shall survive the termination of all agreements required
or contemplated under the Plan (including, without limitation, the SAC Holdings
Senior Notes Indenture, the SAC Holdings Participation and Subordination
Agreement and the Amended and Restated SAC

<PAGE>

Holding Notes), and the repayment of the obligations thereunder. If any
Indemnified Person makes any payment to any other Indemnified Person with
respect to an Indemnified Liability as to which Indemnitor was required to
indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by Indemnitor
with respect thereto.

                            [Signature Page Follows]

<PAGE>

                  IN WITNESS WHEREOF, the undersigned executes this Agreement as
of the date first set forth above.

                                           AMERCO, a Nevada corporation

                                           By: /s/ Gary V. Klinefelter
                                               --------------------------------
                                                Gary V. Klinefelter
                                           Its: Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>12
<FILENAME>p68953exv4w10.txt
<DESCRIPTION>EX-4.10
<TEXT>
<PAGE>

================================================================================

                             INTERCREDITOR AGREEMENT

                            dated as of March 1, 2004

                                 by and between

                             WELLS FARGO BANK, N.A.,
                      as Note Collateral Agent and Trustee

                                       and

                           WELLS FARGO FOOTHILL, INC.,
                             as Loan Agreement Agent

================================================================================
<PAGE>

                             INTERCREDITOR AGREEMENT

                  This INTERCREDITOR AGREEMENT, dated as of March 1, 2004 (as
the same may be amended, modified, restated or supplemented from time to time,
this "Agreement"), is by and between: (i) WELLS FARGO BANK, N.A., as "Trustee"
under the Indenture (as defined below) for the benefit of the Holders from time
to time of the Note Obligations (as defined below) (in such capacity, and
together with any successor thereto in such capacity, the "Note Collateral
Agent" or the "Trustee"), and (ii) WELLS FARGO FOOTHILL, INC., as
"Administrative Agent" under the Loan Agreement (as defined below) for the
benefit of the holders from time to time of the Priority Lien Obligations (as
defined below) (in such capacity, and together with any successor thereto in
such capacity, the "Loan Agreement Agent").

                                    RECITALS

                  WHEREAS, pursuant to that certain Loan and Security Agreement,
dated as of even date herewith, entered into by AMERCO, a Nevada corporation
("AMERCO"), each of its subsidiaries party thereto as "Borrowers" (together with
AMERCO, the "Borrowers" and each a "Borrower"), the Lenders (as defined below)
party thereto and the Loan Agreement Agent (such loan and security agreement, as
amended, restated, modified, supplemented or renewed (the "Loan Agreement") or
as refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time pursuant to a Permitted
Refinancing, the "Replacement Loan Agreement"), the Borrowers and the Guarantors
(as defined in the Loan Agreement) (collectively, the "Grantors") have entered
into, and may in the future enter into, the Priority Lien Security Documents
pursuant to which the Grantors have granted, or will grant, the Loan Agreement
Agent a first priority security interest in the Collateral; and

                  WHEREAS, pursuant to that certain Indenture, dated of even
date herewith (as the same may be amended, restated, modified, supplemented,
renewed, refunded, replaced or refinanced from time to time, the "Indenture"),
by and among AMERCO, the Guarantors (as defined in the Indenture) and the Note
Collateral Agent, the Grantors have entered into, or may in the future enter
into, the Note Security Documents pursuant to which the Grantors have granted,
or will grant, the Note Collateral Agent a security interest in the Collateral,
which security interest is subordinate to the security interest of the Priority
Liens; and

                  WHEREAS, pursuant to Section 11.05 of the Indenture, by
acceptance of its Notes, each Holder has agreed to be bound by this Agreement;
and

                  WHEREAS, the parties hereto desire to enter into this
Agreement to confirm their relative rights with respect to the Collateral as
provided in this Agreement;

                  NOW THEREFORE, in consideration of the premises, covenants and
agreements as herein set forth and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

<PAGE>

                                   AGREEMENT

                                   ARTICLE 1.
                                  DEFINITIONS

                  For purposes of this Agreement, the terms listed in this
Article 1 shall have the respective meanings set forth in this Article 1:

                  "Affiliate" means, as applied to any Person, any other Person
who, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct the management and
policies of a Person, whether through the ownership of Stock, by contract, or
otherwise.

                  "Agreement" has the meaning specified in the preamble hereof.

                  "AMERCO" has the meaning specified in the recitals hereof.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "Borrowers" and "Borrower" have the respective meanings set
forth in the recitals hereof.

                  "Business Day" means any day that is not a Saturday, Sunday,
or other day on which banks are authorized or required to close in the State of
California.

                  "Capital Lease" means a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.

                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States of America or issued
by any agency thereof and backed by the full faith and credit of the United
States of America, in each case maturing within 1 year from the date of
acquisition thereof, (b) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within 1 year from the date of
acquisition thereof and, at the time of acquisition, having one of the 2 highest
ratings obtainable from either Standard & Poor's Rating Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's"), (c) commercial paper maturing no more than
270 days from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's, (d)
certificates of deposit or bankers' acceptances maturing within 1 year from the
date of acquisition thereof issued by any bank organized under the laws of the
United States of America or any state thereof having at the date of acquisition
thereof combined capital and surplus of not less than $250,000,000, (e) demand
deposit accounts maintained with any bank organized under the laws of the United
States of America or any state thereof so long as the amount maintained with any
individual bank is less than or equal to $100,000 and is insured by the Federal
Deposit Insurance Corporation, and (f) investments in money market funds
substantially all of whose assets are invested in the types of assets described
in clauses (a) through (e) above.

                                       2
<PAGE>

                  "Collateral" means all present and future properties and
assets of AMERCO or any other Grantor upon which a security interest is granted
to secure the Priority Lien Obligations and/or the Note Obligations pursuant to
the Priority Lien Security Documents and the Note Security Documents,
respectively.

                  "Credit Bid Rights" means, in respect of any order relating to
a sale of assets in any Insolvency or Liquidation Proceeding, that:

                  (1)      such order grants the Holders of Notes (individually
         and in any combination) the right to bid at the sale of such assets and
         the right to offset such Holders' claims secured by Note Liens upon
         such assets against the purchase price of such assets if:

                           (a)      the bid of such Holders is the highest bid
                  or otherwise determined by the court to be the best offer at
                  the sale; and

                           (b)      the bid of such Holders includes a cash
                  purchase price component payable at the closing of the sale in
                  an amount that would be sufficient on the date of the closing
                  of the sale, if such amount were applied to such payment on
                  such date, to Discharge all unpaid Priority Lien Obligations
                  (except Unasserted Contingent Obligations) and to satisfy all
                  liens entitled to priority over the Priority Liens that attach
                  to the proceeds of the sale, and such order requires or
                  permits such amount to be so applied; and

                  (2)      such order allows the claims of the Holders of Notes
         in such Insolvency or Liquidation Proceeding to the extent required for
         the grant of such rights.

                  "Default" means an event, condition, or default that, with the
giving of notice, the passage of time, or both, would be, as applicable, a Loan
Agreement Event of Default or a Note Event of Default.

                  "Default Notice" has the meaning specified in Section 3.3(b)
hereof.

                  "Discharge of the Priority Lien Obligations" means termination
of all commitments to extend credit under the Loan Agreement or the Replacement
Loan Agreement that would constitute Priority Lien Debt, payment in full in cash
of the principal of and interest and premium (if any) on all Priority Lien Debt
(except undrawn letters of credit), discharge or cash collateralization (at the
lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the
aggregate undrawn amount required for release of liens under the terms of the
applicable Priority Lien Document) of all letters of credit outstanding under
any Priority Lien Debt, and payment in full in cash of all other Priority Lien
Obligations (except Unasserted Contingent Obligations) that are outstanding and
unpaid at the time the Priority Lien Debt is paid in full in cash. "Discharge"
and "Discharged" shall have the correlative meaning.

                  "Enforcement Action" means the exercise of any right or remedy
with respect to any Collateral (including any right of set-off) or the taking of
any action to enforce, collect or realize upon any Collateral, including,
without limitation, the exercise of any right, remedy or action to:

                                       3
<PAGE>

                  (1) take possession of or control over any Collateral (other
than the Pledged Collateral);

                  (2) exercise any collection rights in respect of any
Collateral or retain any proceeds of accounts and other obligations receivable
paid to it directly by any account debtor;

                  (3) exercise any right of set-off against any property subject
to any Priority Lien;

                  (4) foreclose upon any Collateral or take or accept any
transfer of title in lieu of foreclosure upon any Collateral;

                  (5) enforce any claim to the proceeds of insurance upon any
Collateral;

                  (6) deliver any notice, claim or demand relating to the
Collateral to any Person (including any securities intermediary, depositary bank
or landlord) in the possession or control of any Collateral or acting as bailee,
custodian or agent for any holder of Priority Liens in respect of any
Collateral;

                  (7) otherwise enforce any remedy available upon default for
the enforcement of any Lien upon the Collateral;

                  (8) deliver any notice for any of the foregoing purposes or
commence any proceeding for any of the foregoing purposes; or

                  (9) file, or join in the filing of, any Insolvency or
Liquidation Proceeding or seek relief in any Insolvency or Liquidation
Proceeding permitting it to do any of the foregoing.

                  "Event of Default" means either a Loan Agreement Event of
Default or a Note Event of Default.

                  "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America, consistently applied.

                  "Grantors" has the meaning specified in the recitals hereof.

                  "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

                                       4
<PAGE>

                  "Hedge Agreement" means any and all agreements, or documents
now existing or hereafter entered into by any Grantor that provide for an
interest rate, credit, commodity or equity swap, cap, floor, collar, forward
foreign exchange transaction, currency swap, cross currency rate swap, currency
option, or any combination of, or option with respect to, these or similar
transactions, for the purpose of hedging any Grantor's exposure to fluctuations
in interest or exchange rates, loan, credit exchange, security or currency
valuations or commodity prices.

                  "Holder" means a Person in whose name a Note is registered.

                  "Indebtedness" means (a) all obligations for borrowed money,
(b) all obligations evidenced by bonds, debentures, notes, or other similar
instruments and all reimbursement or other obligations in respect of letters of
credit, bankers acceptances, interest rate swaps, or other financial products,
(c) all obligations as a lessee under Capital Leases, (d) all obligations or
liabilities of others secured by a Lien on any asset of a Person or its
Subsidiaries, irrespective of whether such obligation or liability is assumed,
(e) all obligations to pay the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business and repayable in
accordance with customary trade practices), (f) all obligations under Hedge
Agreements, and (g) any obligation guaranteeing or intended to guarantee
(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or
sold with recourse) any obligation of any other Person that constitutes
Indebtedness under any of clauses (a) through (f) above.

                  "Indenture" has the meaning specified in the recitals hereof.

                  "Insolvency or Liquidation Proceeding" means:

                  (1)      any case commenced by or against any Grantor under
         any Bankruptcy Law, any other proceeding for the reorganization,
         recapitalization or adjustment or marshalling of the assets or
         liabilities of any Grantor, any receivership or assignment for the
         benefit of creditors relating to any Grantor or any similar case or
         proceeding relative to any Grantor or its creditors, as such, in each
         case whether or not voluntary;

                  (2)      any liquidation, dissolution, marshalling of assets
         or liabilities or other winding up of or relating to any Grantor, in
         each case whether or not voluntary and whether or not involving
         bankruptcy or insolvency; or

                  (3)      any other proceeding of any type or nature in which
         substantially all claims of creditors of any Grantor are determined and
         any payment or distribution is or may be made on account of such
         claims.

                  "Lenders" means, at any time, the parties then holding (or
committed to provide) loans, letters of credit or other extensions of credit or
obligations that constitute (or when provided will constitute) Priority Lien
Obligations.

                  "Lien" means any interest in an asset securing an obligation
owed to, or a claim by, any Person other than the owner of the asset,
irrespective of whether (a) such interest shall be based on the common law,
statute, or contract, (b) such interest shall be recorded or perfected, and (c)
such interest shall be contingent upon the occurrence of some future event or
events or the existence of some future circumstance or circumstances, without
limiting the generality of

                                       5
<PAGE>

the foregoing, the term "Lien" includes the lien or security interest arising
from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment,
deposit arrangement, security agreement, conditional sale or trust receipt, or
from a lease, consignment, or bailment for security purposes and also including
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases, and other title exceptions and encumbrances
affecting estates or interests in real property.

                  "Loan Agreement" has the meaning specified in the recitals
hereof.

                  "Loan Agreement Agent" has the meaning specified in the
preamble hereof.

                  "Loan Agreement Event of Default" has the meaning specified in
Section 8 of the Loan Agreement or, if applicable, the comparable section of the
Replacement Loan Agreement.

                  "Net Proceeds" means, with respect to any asset disposition by
AMERCO or any other Grantor or any proceeds from casualty insurance received by
AMERCO or any other Grantor or any issuance by AMERCO or any other Grantor of
Stock, the aggregate amount of cash or Cash Equivalents received for such assets
or Stock, net of (a) reasonable and customary transaction costs and expenses,
(b) transfer taxes (including sales and use taxes), (c) amounts payable to
holders of applicable Permitted Liens (as defined in the Loan Agreement or the
Replacement Loan Agreement) to the extent that such Permitted Liens (as defined
in the Loan Agreement or the Replacement Loan Agreement), if any, are senior in
priority to the Priority Liens, (d) an appropriate reserve for income taxes in
accordance with GAAP, and (e) appropriate amounts to be provided as a reserve
against liabilities or otherwise held in escrow in association with any such
disposition, in each case clauses (a) though (e) to the extent the amounts so
deducted are properly attributable to such transaction and payable (or reserved)
by AMERCO or any other Grantor in connection with such disposition or loss or
the issuance of Stock, including, without limitation, reasonable and customary
commissions and underwriting discounts, to a Person that is not an Affiliate of
AMERCO or such other Grantor.

                  "Note Collateral Agent" has the meaning specified in the
preamble hereof.

                  "Note Debt" means the $200,000,000 aggregate principal amount
of the Notes issued under the Indenture on the date of the Indenture and all
other Obligations in respect thereof.

                  "Note Documents" means, collectively, the Indenture, the
Notes, the Note Guarantees, the Note Purchase Agreement, the Registration Rights
Agreement, the Note Security Documents, this Agreement and all agreements
binding on any Grantor related thereto.

                  "Note Event of Default" has the meaning specified in Section
6.01 of the Indenture.

                  "Note Guarantees" means, collectively, each Guarantee by a
Grantor (other than AMERCO) of the Note Obligations.

                                       6
<PAGE>

                  "Note Lien" means a Lien granted pursuant to a Note Security
Document by any Grantor to the Note Collateral Agent (or any other Holder, or
representative of Holders, of Note Obligations) upon any property or assets of
such Grantor to secure Note Obligations.

                  "Note Obligations" means Note Debt and all other Obligations
in respect thereof, including, without limitation, any fees, indemnification or
reimbursement obligations owing to the Holders, the Trustee or the Note
Collateral Agent under the Note Documents.

                  "Note Purchase Agreement" means the Note Purchase Agreement,
dated as of March 1, 2004, among AMERCO, the guarantors party thereto and
certain Holders of Notes.

                  "Note Security Documents" means the Indenture and one or more
related security agreements, pledge agreements, collateral assignments,
mortgages, collateral agency agreements, control agreements, deeds of trust or
other grants or transfers for security executed and delivered by any Grantor
creating (or purporting to create) a Note Lien upon Collateral in favor of any
Holder or Holders of Note Debt, or any trustee, agent or representative acting
for any such Holder, including, without limitation, the Note Collateral Agent,
as security for any Note Obligations, in each case, as amended, modified,
renewed, restated or replaced, in whole or in part, from time to time, in
accordance with its terms.

                  "Notes" means the 9.0% Second Lien Senior Secured Notes due
2009.

                  "Obligations" means:

                  (1)      any principal (including reimbursement obligations
         with respect to letters of credit whether or not drawings have been
         made thereon), interest (including any interest accruing at the then
         applicable rate provided in any applicable Secured Debt Document after
         the maturity of the Indebtedness thereunder or during the existence of
         an Event of Default and any reimbursement obligations therein and
         interest accruing at the then applicable rate provided in any
         applicable Secured Debt Document after the filing of any petition in
         bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding), penalties, fees,
         indemnifications, reimbursements, damages and other liabilities payable
         under the Secured Debt Documents (including any fees and expenses
         accruing after the filing of a petition in bankruptcy, or the
         commencement of any insolvency, reorganization or like proceeding,
         whether or not a claim for post-filing or post-petition interest is
         allowed in such proceeding);

                  (2)      the obligation to pay an amount equal to all damages
         that a court shall determine any holder of the applicable Secured Debt
         has suffered by reason of a breach by the applicable obligor thereunder
         of any obligation, covenant or undertaking with respect to any
         applicable Secured Debt Document;

                  (3)      any net obligations of the obligor under any
         applicable Secured Debt Document to any holder of Secured Debt (or any
         representative on its behalf) or any Affiliate thereof under any
         interest hedge agreement or foreign exchange agreement; and

                                       7
<PAGE>

                  (4)      all other "Obligations" (as defined in the Loan
         Agreement, the Replacement Loan Agreement and the Indenture, as
         applicable).

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                  "Officers' Certificate" means a certificate signed on behalf
of AMERCO by two Officers of AMERCO, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of AMERCO.

                  "Opinion of Counsel" means an opinion in a form reasonably
satisfactory to the Trustee from legal counsel who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to AMERCO, any
Subsidiary of AMERCO or the Trustee.

                  "Permitted Refinancing" means any refinancing of the Priority
Lien Debt provided that: (a) the documents effecting such refinancing do not
directly prohibit the making of payments on the Note Debt; and (b) the senior
lenders party to such Permitted Refinancing become parties to this Agreement or
execute an agreement with the Holders of Note Obligations on substantially
identical terms as this Agreement.

                  "Person" means any natural person, corporation, limited
liability company, limited partnership, general partnership, limited liability
partnership, joint venture, trust, land trust, business trust, or other
organization, irrespective of whether it is a legal entity, and any government
and agency or political subdivision thereof.

                  "Pledged Collateral" means any tangible property in the
possession of the Priority Lien Collateral Agent (or its agents or bailees) in
which a security interest is perfected by such possession, including, without
limitation, any investment property, cash collateral account, deposit account,
electronic chattel paper or letter of credit rights or other Collateral as to
which the Priority Lien Collateral Agent (or its agents or bailees) has control
and in which a security interest is perfected by such control. For purposes of
this Agreement, the terms "investment property", "deposit account", "electronic
chattel paper" and "letter of credit rights" shall have the meanings given such
terms in the New York Uniform Commercial Code, as in effect on the date hereof.

                  "Priority Lien" means a Lien granted pursuant to a Priority
Lien Security Document by any Grantor to Priority Lien Collateral Agent or to
any holder, or representative of holders, of Priority Lien Obligations upon any
property or assets of such Grantor to secure Priority Lien Obligations; and
"Priority Liens" means, collectively, all such Liens.

                  "Priority Lien Collateral Agent" means the Loan Agreement
Agent or, after all Priority Lien Obligations in respect of the Loan Agreement
have been Discharged, if applicable, the Replacement Loan Agreement Agent.

                  "Priority Lien Debt" means the principal amount of any
Indebtedness incurred under the Loan Agreement or the Replacement Loan Agreement
and all other Obligations in

                                       8
<PAGE>

respect thereof, including, without limitation, any such Indebtedness incurred
in any Insolvency or Liquidation Proceeding; provided that the principal amount
of such Indebtedness under the Loan Agreement or the Replacement Loan Agreement
constituting Priority Lien Debt shall at no time exceed $575,000,000 less
mandatory permanent prepayments and permanent reductions in the Revolving
Commitment (as defined in the Loan Agreement or Replacement Loan Agreement) plus
advances made pursuant to the Loan Agreement or Replacement Loan Agreement to
pay expenses of the Lenders (including expenses accruing after the commencement
of any Insolvency or Liquidation Proceeding, whether or not a claim for
post-filing or post-petition expenses is allowed in such proceeding), advances
made to protect or preserve the Collateral, advances made to pay interest
(including interest accruing under Section 2.6(c) of the Loan Agreement or a
comparable section of the Replacement Loan Agreement and interest accruing after
the commencement of any Insolvency or Liquidation Proceeding, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
and advances made pursuant to the Loan Agreement or the Replacement Loan
Agreement to pay fees under the Loan Agreement or the Replacement Loan Agreement
(including fees accruing after the commencement of any Insolvency or Liquidation
Proceeding, whether or not a claim for post-filing or post-petition fees are
allowed in such proceeding).

                  "Priority Lien Documents" means the Loan Agreement or the
Replacement Loan Agreement and the Priority Lien Security Documents and all
other agreements governing, securing or relating to any Priority Lien
Obligations.

                  "Priority Lien Obligations" means the Priority Lien Debt and
all other Obligations of any Grantor in respect thereof under the Priority Lien
Documents.

                  "Priority Lien Security Documents" means the Loan Agreement or
the Replacement Loan Agreement and one or more related security agreements,
pledge agreements, collateral assignments, mortgages, deeds of trust or other
grants or transfers for security executed and delivered by any Grantor creating
(or purporting to create) a Lien upon Collateral in favor of any holder or
holders of Priority Lien Debt, or any trustee, agent or representative acting
for any such holders, including, without limitation, the Priority Lien
Collateral Agent, as security for any Priority Lien Obligations, in each case,
as amended, modified, renewed, restated or replaced in whole or in part, from
time to time, in accordance with its terms.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of March 1, 2004 between AMERCO and certain Holders of Notes
party thereto.

                  "Replacement Loan Agreement" has the meaning specified in the
recitals hereto.

                  "Replacement Loan Agreement Agent" means the Person who
becomes the "Administrative Agent" under any loan agreement entered into
pursuant to a Permitted Refinancing.

                  "Secured Debt" means Note Debt and Priority Lien Debt.

                  "Secured Debt Document" means the Note Documents and the
Priority Lien Documents.

                                       9
<PAGE>

                  "Standstill Period" means a period of time commencing on the
date of delivery of a Default Notice and ending on the earlier of:

                  (1)      the date 180 days following the date of such Default
                           Notice or, if there has occurred a Standstill Period
                           or Standstill Periods within the immediately
                           preceding 365 day period, the date 180 days (less the
                           number of days in the portion of any Standstill
                           Period occurring during the immediately preceding 365
                           day period) following the date of such Default
                           Notice, or

                  (2)      the date the Note Event of Default which is the
                           subject of such Default Notice has been cured or
                           waived in writing by the Trustee or the Holders.

                  "Stock" means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the United States Securities and
Exchange Commission (and any successor thereto) under the Securities Exchange
Act of 1934, as in effect from time to time).

                  "Subsidiary" of a Person means a corporation, partnership,
limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to
elect a majority of the board of directors (or appoint other comparable
managers) of such corporation, partnership, limited liability company, or other
entity; provided, however, that, except for purposes of Section 3.8 hereof, the
following entities shall not be deemed to be Subsidiaries of any Grantor
hereunder: (1) Private Mini Storage Realty, L.P., a Texas limited partnership;
(2) PM Preferred Properties, L.P., a Texas limited partnership; (3) SAC Holding
Corporation, a Nevada corporation, SAC Holding II Corporation, a Nevada
corporation, Montreal Holding Corporation, a Nevada corporation, and each of
their respective subsidiaries, whether now existing or hereafter formed; (4)
Self-Storage International Holding Corporation, a Nevada corporation, and any
subsidiary thereof, whether now existing or hereafter formed; (5) Republic
Western Insurance Company, an Arizona corporation, and each of its subsidiaries;
(6) Oxford Life Insurance Company, an Arizona corporation, and each of its
subsidiaries; (7) Storage Realty, L.L.C., a Texas limited liability company; (8)
INW Company, a Washington corporation; (9) EJOS, Inc., an Arizona corporation;
(10) Japal, Inc., a Nevada corporation; (11) M.V.S., Inc., a Nevada corporation;
(12) Pafran, Inc., a Nevada corporation; (13) Sophmar, Inc., a Nevada
corporation; (14) Picacho Peak Investments Co., a Nevada corporation; and (15)
any subsidiary of AMERCO formed under the laws of a jurisdiction outside of the
United States and Canada.

                  "Trustee" has the meaning specified in the recitals hereof.

                  "Unassorted Contingent Obligations" means, at any time,
Obligations for taxes, costs, indemnifications, reimbursements, damages and
other liabilities (except (i) the principal of and interest and premium (if any)
on, and fees relating to, any Indebtedness, (ii) contingent obligations to
reimburse the issuer of an outstanding letter of credit for amounts that may be
drawn or paid thereunder and (iii) any such contingent claims or demands as to
which the

                                       10
<PAGE>

Priority Lien Collateral Agent or any holder of Priority Lien Obligations has
then notified AMERCO) in respect of which no claim or demand for payment has
been made at such time.

                                   ARTICLE 2.
                         REPRESENTATIONS AND WARRANTIES

         Section 2.1 Representations and Warranties of Note Collateral Agent.
The Note Collateral Agent represents, warrants, acknowledges and agrees on
behalf of itself and any Holders of the Note Obligations on the date hereof that
(1) it is authorized to enter into this Agreement on behalf of itself and each
Holder of Note Obligations, (2) it has the corporate power and authority and the
legal right to execute and deliver and perform its obligations under this
Agreement and has taken all necessary corporate action to authorize its
execution, delivery and performance of this Agreement, and (3) this Agreement
constitutes a legal, valid and binding obligation of the Note Collateral Agent.

         Section 2.2 Representations and Warranties of Loan Agreement Agent. The
Loan Agreement Agent represents, warrants, acknowledges and agrees on behalf of
itself and the Lenders under the Loan Agreement on the date hereof that (1) it
is authorized to enter into this Agreement on behalf of itself and such Lenders,
(2) it has the corporate power and authority and the legal right to execute and
deliver and perform its obligations under this Agreement and has taken all
necessary corporate action to authorize its execution, delivery and performance
of this Agreement, and (3) this Agreement constitutes a legal, valid and binding
obligation of the Loan Agreement Agent.

                                   ARTICLE 3.
                             INTERCREDITOR RELATIONS

         Section 3.1 Agreement for the Benefit of Holders of Priority Liens. The
Trustee and the Note Collateral Agent agree, and each Holder of Notes by
accepting a Note agrees, that, so long as any Priority Lien Obligations exist
that have not been Discharged, (1) the Note Liens are, to the extent and in the
manner provided in this Article 3, junior and subordinate in ranking to all
Priority Liens, whenever granted or attaching, upon any present or future
Collateral, (2) the Priority Liens, whenever granted or attaching, upon any
present or future Collateral, will be prior and senior to the Note Liens, (3)
they will not at any time contest the validity, perfection, priority or
enforceability of the Priority Lien Obligations, the Priority Liens or the
Priority Lien Documents or the Liens and security interests of the Priority Lien
Collateral Agent in the Collateral securing the Priority Lien Obligations and
(4) they will not take or assert any Lien on, or security interest in, any
assets of any Grantor or any Affiliate of a Grantor to secure the Note
Obligations unless the Priority Lien Collateral Agent also has a superior Lien
on, and security interest in, such assets to secure the Priority Lien
Obligations.

         Section 3.2 Ranking. Notwithstanding (a) anything to the contrary
contained in the Note Security Documents, (b) the time of incurrence of any
Secured Debt, (c) the time, order or method of attachment of the Note Liens or
the Priority Liens, (d) the time or order of filing or recording of financing
statements or other documents filed or recorded to perfect any Lien upon any
Collateral, (e) the time of taking possession or control over any Collateral,
(f) the rules for determining priority under the Uniform Commercial Code or any
other law governing relative

                                       11
<PAGE>

priorities of secured creditors, (g) that any Priority Lien may not have been
perfected, (h) that any Priority Lien may be or have become subordinated, by
equitable subordination or otherwise, to any other Lien, or (i) any other
circumstance of any kind or nature whatsoever, whether similar or dissimilar to
any of the foregoing, so long as any Priority Lien Obligations exist that have
not been Discharged, the Note Liens will in all circumstances be junior and
subordinate in ranking to all Priority Liens, whenever granted, upon any present
or future Collateral, and the Priority Liens, whenever granted, upon any present
or future Collateral to the extent the Priority Liens secure the Priority Lien
Obligations will be prior and superior to the Note Liens.

         Section 3.3 Restriction on Enforcement of Note Liens.

                  (a)      Subject to clauses (1) through (4) below, Section
3.3(b) and Section 3.14, so long as any Priority Lien Obligations exist that
have not been Discharged, the holders of Priority Liens will have the exclusive
right to enforce, foreclose, collect or realize upon any Collateral consistent
with the provisions of the Priority Lien Security Documents and applicable law;
provided, however, that, prior to or concurrent with the taking of any such
Enforcement Action, the Priority Lien Collateral Agent shall endeavor to deliver
written notice to the Note Collateral Agent that such Enforcement Action has
been commenced, provided that the Priority Lien Collateral Agent shall have no
liability to the Holders for failure to give any notice which is not otherwise
expressly required by applicable law, and the failure to give any notice to the
Note Collateral Agent or the Holders shall not constitute a default under this
Agreement or render ineffective any provision of this Agreement. The Trustee and
the Holders of Notes will not authorize or instruct the Note Collateral Agent,
and the Note Collateral Agent will not, and will not authorize or direct any
Person acting for it, the Trustee or any Holder of Note Obligations, to take any
Enforcement Action, except that, in any event, any Enforcement Action may be
taken, authorized or instructed by the Note Collateral Agent:

                           (1)      as necessary to perfect, or maintain the
         perfection or priority of, a Lien upon any Collateral by any method of
         perfection except through possession or control; provided, however,
         that, in the event that the Priority Lien Collateral Agent, after
         written notice from the Trustee or the Note Collateral Agent to do so,
         fails to perfect its Priority Liens against any Collateral for which
         possession or control is required in order to perfect such Liens, then
         the Note Collateral Agent may take control or possession of such
         Collateral in order to perfect its Lien in accordance with applicable
         law, provided, further, that the Note Collateral Agent shall also hold
         any such Collateral for the benefit of the Priority Lien Collateral
         Agent and the Lenders consistent with Article 3 hereof;

                           (2)      as necessary to prove, preserve or protect
         (but not enforce) the Note Liens, in each case, subject to the
         provisions of the Note Security Documents;

                           (3)      with respect to any filing by any Person of
         an Insolvency or Liquidation Proceeding, the filing of any claim in or
         the taking of any other action not inconsistent with the express
         provisions of this Agreement, required by applicable law with respect
         to such Insolvency or Liquidation Proceeding, including filing any
         necessary responsive or defensive pleadings in opposition to any
         motion, claim, adversary proceeding or other pleadings (i) in order to
         prevent any Person (other than the Priority Lien Collateral Agent or
         Lenders) from seeking to foreclose on the Collateral or to

                                       12
<PAGE>

         supersede any claim thereto of the Holders of the Note Obligations, the
         Trustee or the Note Collateral Agent or (ii) in opposition to any
         motion, claim, adversary proceeding or other pleading made by any
         Person objecting to or otherwise seeking the disallowance of the claims
         of the Holders of the Note Obligations, the Trustee or the Note
         Collateral Agent; or

                           (4)      to exercise Credit Bid Rights with respect
         to the Note Debt at any sale or foreclosure of Collateral.

                  (b)      If a Note Event of Default has occurred under the
Indenture and the Holders of Note Obligations have accelerated or demanded
payment of the Note Obligations or delivered written notice to AMERCO that a
Note Event of Default based on AMERCO's failure to make a payment of principal
or interest as and when due has occurred and is continuing in accordance with
the terms of the Indenture, the Note Collateral Agent may give the Priority Lien
Collateral Agent written notice (each, a "Default Notice") thereof, specifying
the nature of the Note Event of Default in reasonable detail, and the Priority
Lien Collateral Agent's receipt of which shall commence a Standstill Period as
against the Note Collateral Agent. If the Note Event of Default is continuing at
the expiration of the Standstill Period, and if the Priority Lien Collateral
Agent has not, prior to the expiration of such Standstill Period, notified the
Note Collateral Agent that the Priority Lien Collateral Agent has commenced and
is diligently and in good faith pursuing one or more Enforcement Actions, then
(and only then), upon an additional written notice to the Priority Lien
Collateral Agent, the Note Collateral Agent may, subject to the Lien priority
set forth in this Agreement and prior application of the proceeds of the
Collateral (less the Note Collateral Agent's reasonable expenses, if any, in
obtaining such proceeds) to the Priority Lien Obligations, as provided herein,
take one or more Enforcement Actions.

                  (c)      None of the rights and remedies otherwise available
to the holders of Priority Liens in respect of the foreclosure or other
enforcement of Priority Liens and none of the other rights and remedies of the
holders of Priority Liens and Priority Lien Obligations under the Priority Lien
Documents will be impaired, restricted or affected by this Article 3 or any
actions taken by the holders of Priority Liens hereunder which are not in
violation of the terms of this Agreement.

                  (d)      At any time any Priority Lien Obligations exist that
have not been Discharged:

                           (1)      the Priority Lien Collateral Agent will have
         the sole right to adjust settlement of all insurance claims and
         condemnation awards in the event of any covered loss, theft,
         destruction or condemnation of any Collateral and all claims under
         insurance constituting Collateral, subject to the terms of the Priority
         Lien Security Documents;

                           (2)      all proceeds of insurance on or constituting
         Collateral and all condemnation awards resulting from a taking of any
         Collateral will inure to the benefit of, and will be paid to, the
         holders of the Priority Liens; and

                           (3)      the Note Collateral Agent will cooperate, if
         necessary and as reasonably requested by the Priority Lien Collateral
         Agent, in effecting the payment of

                                       13
<PAGE>

         insurance proceeds to the Priority Lien Collateral Agent. If the Note
         Collateral Agent unreasonably fails to do so, each of the Priority Lien
         Collateral Agent and the holder of any Priority Lien is hereby
         irrevocably authorized and empowered, with full power of substitution,
         to execute and deliver any documents or instruments in the name of the
         Note Collateral Agent reasonably required to effect the payment of
         insurance proceeds to the Priority Lien Collateral Agent.

                  (e)      Subject to Section 3.14, so long as there are any
Priority Lien Obligations existing that have not been Discharged, none of the
Holders of Notes, the Trustee or the Note Collateral Agent will:

                           (1)      request judicial relief, in an Insolvency or
         Liquidation Proceeding or in any other court, that would hinder, delay,
         limit or prohibit the lawful exercise or enforcement of any right or
         remedy otherwise available to the holders of Priority Liens in respect
         of Priority Liens or that would limit, invalidate, avoid or set aside
         any Priority Lien or Priority Lien Security Document or subordinate the
         Priority Liens to the Note Liens or grant the Priority Liens equal
         ranking to the Note Liens;

                           (2)      oppose or otherwise contest any motion for
         relief from the automatic stay or from any injunction against
         foreclosure or enforcement of Priority Liens made by any holder of
         Priority Liens in any Insolvency or Liquidation Proceeding;

                           (3)      oppose or otherwise contest any lawful
         exercise by any holder of Priority Liens of the right to credit bid
         Priority Lien Debt at any sale in foreclosure of Priority Liens;

                           (4)      oppose or otherwise contest any other
         request for judicial relief made in any court by any holder of Priority
         Liens relating to the lawful enforcement of any Priority Lien;

                           (5)      request relief from the automatic stay in
         any Insolvency or Liquidation Proceeding; or

                           (6)      challenge the enforceability, perfection or
         the validity of the Priority Lien Obligations or the Priority Liens.

         Section 3.4 Receipt of Payments by Trustee, Note Collateral Agent or
Noteholders.

                  (a)      Payments of money (or Cash Equivalents) constituting
proceeds of property other than Collateral, received by the Trustee, the Note
Collateral Agent or any Holder of Note Obligations, shall not be governed by or
subject to the provisions of this Agreement and any such payment may be retained
to be applied in accordance with the terms of the Indenture.

                  (b)      Except for payments received pursuant to Section
3.4(c) hereof, payments of money (or Cash Equivalents) constituting proceeds of
Collateral made by any Grantor to the Trustee, the Note Collateral Agent, or any
Holder of Note Obligations (including, without limitation, payments and
prepayments made for application to Note Obligations under the Indenture, or any
other Note Documents) at any time when any Priority Lien Obligations exist

                                       14
<PAGE>

that have not been Discharged shall not be subject to the provisions of this
Agreement or otherwise affected by the provisions of Article 3 (other than
Section 3.10) hereof, and any such permitted payments received by the Trustee,
the Note Collateral Agent or the Holders of Note Obligations shall be free from
the Priority Liens and all other Liens thereon except the Note Liens.

                  (c)      Payments of money (or Cash Equivalents) constituting
proceeds of Collateral made by any Grantor to the Trustee, the Note Collateral
Agent or any Holder of Note Obligations (including, without limitation, payments
and prepayments made for application to Note Obligations under the Indenture or
any other Note Documents) at any time when the Priority Lien Obligations exist
that have not been Discharged, and after either (i) the commencement of any
Insolvency or Liquidation Proceeding; or (ii) the Trustee or the Note Collateral
Agent has received written notice from the Priority Lien Collateral Agent
stating that a Loan Agreement Event of Default has occurred and is continuing
and the Priority Lien Debt has become due and payable in full (whether at
maturity, upon acceleration or otherwise), shall be held by the Trustee or the
Note Collateral Agent for the account of the holder of Priority Liens and
remitted to the Priority Lien Collateral Agent upon demand by the Priority Lien
Collateral Agent. To the extent provided by applicable law, the Note Liens will
remain attached to and, subject to this Article 3, enforceable against all
proceeds so held or remitted.

         Section 3.5 Insolvency or Liquidation Proceedings.

                  (a)      The provisions of this Article 3 will be applicable
both before and after the filing of any petition by or against any Grantor under
any insolvency or Bankruptcy Law and all converted or succeeding cases in
respect thereof, and all references herein to any Grantor shall be deemed to
apply to the trustee for such Grantor and such Grantor as a
debtor-in-possession. The relative rights of holders of Secured Debt in or to
any distributions from or in respect of any Collateral or proceeds of Collateral
shall continue after the filing of such petition on the same basis as prior to
the date of such filing, subject to any court order approving the financing of,
or use of cash collateral by, any Grantor as debtor-in-possession. If, in any
Insolvency or Liquidation Proceeding and at any time any Priority Lien
Obligations exist that have not been Discharged, all of the Lenders (or such
number of the Lenders as may have the power to bind all of them):

                           (1)      consent to any order for use of cash
         collateral or agree to the extension of any Priority Lien Debt
         (including, without limitation, any debtor-in- possession financing) to
         any Grantor;

                           (2)      consent to any order granting any priming
         lien, replacement lien, cash payment or other relief on account of
         Priority Lien Obligations as adequate protection (or its equivalent)
         for the interests of the holders of Priority Liens in the property
         subject to such Priority Liens;

                           (3)      consent to any order approving post-petition
         financing pursuant to Section 364 of the United States Bankruptcy Code
         (including, without limitation, any "roll-up" of Priority Lien
         Obligations); or

                                       15
<PAGE>

                           (4)      consent to any order relating to a sale of
         assets of any Grantor that:

                                    (i)      provides, to the extent the sale is
                  to be free and clear of Liens, that all Priority Liens and
                  Note Liens shall attach to the proceeds of the sale; and

                                    (ii)     grants Credit Bid Rights to the
                  Holders of Notes to the extent the Note Collateral Agent is
                  not prohibited from receiving Credit Bid Rights under
                  applicable law,

then, the Holders of Notes, the Trustee and the Note Collateral Agent will not
oppose or otherwise contest the entry of such order.

                  (b)      The Holders of Notes, the Trustee and the Note
Collateral Agent will not file or prosecute in any Insolvency or Liquidation
Proceeding any motion for adequate protection or for relief from the automatic
stay (in each case, or any comparable request for relief) based upon their
interests in the Collateral under the Note Liens, except that:

                           (1)      they, or any of them, may freely seek and
         obtain relief granting a junior lien co-extensive in all respects with,
         but subordinated (as set forth in this Article 3) in all respects to,
         all Liens granted in such Insolvency or Liquidation Proceeding to the
         holders of Priority Lien Obligations; or

                           (2)      they may assert rights consistent with this
         Agreement in connection with the confirmation of any plan of
         reorganization or similar dispositive restructuring plan (other than to
         the extent such plan provides for the liquidation of assets or
         properties of any Grantor); and

                           (3)      they may freely seek and obtain any relief
         upon a motion for adequate protection or for relief from the automatic
         stay (in each case, or any comparable relief), without any condition or
         restriction whatsoever, at any time when no Priority Lien Obligations
         exist that have not been Discharged.

                  (c)      If, in any Liquidation or Insolvency Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any property of the
reorganized debtor are distributed, both on account of Priority Lien Obligations
and on account of the Note Obligations, then, to the extent the debt obligations
distributed on account of the Priority Lien Obligations and on account of the
Note Obligations are secured by Liens upon the same property, the provisions of
this Article 3 will survive the distribution of such debt obligations pursuant
to such plan and will apply with like effect to the Liens securing such debt
obligations.

                  (d)      The Holders of Notes, the Trustee and the Note
Collateral Agent will not assert or enforce, at any time when any Priority Lien
Obligations exist that have not been Discharged, any claim under Section 506(c)
of the United States Bankruptcy Code senior to or on a parity with the Priority
Liens for costs or expenses of preserving or disposing of any Collateral.

                                       16
<PAGE>

         Section 3.6 Release of Collateral or Note Guarantees upon Sale or Other
Disposition.

                  (a)      If, at any time when any Priority Lien Obligations
exist that have not been Discharged, AMERCO delivers an Officers' Certificate to
the Trustee and the Note Collateral Agent stating that:

                           (1)      any specified Collateral, or all Stock owned
         by any Grantor in a Subsidiary which, directly or indirectly through
         another Subsidiary, owns such Collateral, is sold, transferred or
         otherwise disposed of:

                                             (A)      by the owner of such
Collateral to a Person other than a Grantor in a transaction permitted under
both the Priority Lien Documents and the Indenture; provided, however, that the
Priority Lien Collateral Agent shall remit to the Note Collateral Agent the
proceeds, if any, of such disposition remaining at any time when no Priority
Lien Obligations exist that have not been Discharged or as ordered by a court of
competent jurisdiction; or

                                             (B)      during the existence of
any Loan Agreement Event of Default that has occurred and is continuing to the
extent the Priority Lien Collateral Agent has consented to such sale; provided,
however, that the Priority Lien Collateral Agent shall remit to the Note
Collateral Agent the proceeds, if any, of such distribution remaining at any
time when no Priority Lien Obligations exist that have not been Discharged or as
ordered by a court of competent jurisdiction; and

                           (2)      either all Priority Lien Obligations have
         been Discharged or all Priority Liens (not including the proceeds
         payable to the Priority Lien Collateral Agent pursuant to clause (1)(B)
         above), as the case may be, will be forever released and discharged
         upon such sale, transfer or other disposition,

then (whether or not any Insolvency or Liquidation Proceeding is pending at the
time) the Note Liens upon such Collateral (not including the proceeds payable to
the Note Collateral Agent pursuant to clause (1)(B) above) will automatically be
released and discharged as and when and to the extent such Liens securing
Priority Lien Obligations are released and discharged.

                  (b)      If, at any time when any Priority Lien Obligations
exist that have not been Discharged, AMERCO delivers an Officers' Certificate to
the Trustee and the Note Collateral Agent stating that:

                           (1)      all or substantially all Stock owned by any
         Grantor in any Subsidiary (a "Sold Subsidiary") is sold, transferred or
         otherwise disposed of (whether directly by transfer of Stock issued by
         the Sold Subsidiary or indirectly by transfer of Stock of other
         Subsidiaries which, directly or indirectly, own Stock issued by the
         Sold Subsidiary):

                                             (A)      by the owner of such Stock
to a Person other than any Grantor in a transaction permitted under the Priority
Lien Documents and the Indenture; provided, however, that the Priority Lien
Collateral Agent shall remit to the Note Collateral Agent the proceeds, if any,
of such disposition remaining at any time when no Priority Lien

                                       17
<PAGE>

Obligations exist that have not been Discharged or as ordered by a court of
competent jurisdiction; or

                                             (B)      during the existence of
any Loan Agreement Event of Default to the extent the Priority Lien Collateral
Agent has consented to such sale, transfer or disposition; provided, however,
that the Priority Lien Collateral Agent shall remit to the Note Collateral Agent
the proceeds, if any, of such distribution remaining at any time when no
Priority Lien Obligations exist that have not been Discharged or as ordered by a
court of competent jurisdiction; and

                           (2)      either all Priority Lien Obligations have
         been Discharged or each Guarantee of Priority Lien Obligations made by
         the Sold Subsidiary and all Priority Liens upon property of the Sold
         Subsidiary (not including the proceeds payable to the Priority Lien
         Collateral Agent payable pursuant to clause (1)(B) above) will be
         forever released and discharged upon such sale, transfer or other
         disposition,

then (whether or not any Insolvency or Liquidation Proceeding is pending at the
time) the Note Guarantee made by such Sold Subsidiary, the Note Lien on the
Stock of such Subsidiary and all Note Liens upon the property of such Sold
Subsidiary will automatically be released and discharged as and when and to the
extent such guarantees of Priority Lien Obligations and Liens securing Priority
Lien Obligations (not including the proceeds payable to the Note Collateral
Agent pursuant to clause (1)(B) above) are released and discharged.

                  (c)      Upon delivery to the Trustee and the Note Collateral
Agent of an Officers' Certificate stating that any release of Note Liens has
become effective pursuant to Section 3.6(a) or 3.6(b), the Note Collateral Agent
will promptly execute and deliver to the Priority Lien Collateral Agent and
AMERCO an instrument confirming such release on customary terms and without any
recourse, representation, warranty or liability whatsoever. If the Note
Collateral Agent unreasonably fails to do so, the Priority Lien Collateral Agent
is hereby irrevocably authorized and empowered, with full power of substitution,
to execute and deliver such instrument in the name of the Note Collateral Agent.

                  (d)      Except as permitted in Section 3.6(a) and (b) above,
nothing herein shall be construed or deemed to permit the release of Note Liens
upon the Collateral without the express, written consent of the Holders of Note
Obligations.

         Section 3.7 Amendment of Note Security Documents.

                  (a)      At any time when any Priority Lien Obligations exist
that have not been Discharged, the Note Collateral Agent will not enter into,
and the Trustee and the Holders of Notes will not authorize or direct, any
amendment of or supplement to any Note Security Document relating to any
Collateral that would make such Note Security Document more burdensome in any
material respect with the comparable provisions of the Priority Lien Security
Documents relating to such Collateral, and no such amendment or supplement will
be enforceable. For the purposes of this Section 3.7(a), (i) no inconsistency
reflected in the Note Security Documents delivered in connection with the
issuance of the Notes, as compared with the comparable provisions of the
applicable Priority Lien Security Documents then in effect, will

                                       18
<PAGE>

be subject to the provisions of this Section 3.7(a), and (ii) any provision
granting rights or powers to the Note Collateral Agent that are not granted to
the holders of Priority Liens securing Priority Lien Obligations will be deemed
materially more burdensome and be ineffective until the Prior Lien Obligations
have been Discharged.

                  (b)      No amendment, supplement, waiver or change otherwise
permitted by this Agreement in respect of the Priority Lien Documents will be
prohibited or in any manner restricted or affected by, or by reason of, the
provisions of this Article 3.

                  (c)      Notwithstanding Section 3.7(a) or (b), without the
consent of any Holder of Notes, the Grantors, or any of them, and the Trustee
may, with the consent of the Note Collateral Agent, amend or supplement this
Agreement to:

                           (1)      cure any ambiguity, defect or inconsistency;
         or

                           (2)      make any change that would provide any
         additional rights or benefits to the Holders of Notes or that does not
         (in the Trustee's good faith discretion) adversely affect the rights
         under this Agreement of any such Holder.

         Section 3.8 Waiver of Certain Subrogation, Marshalling, Appraisal and
Valuation Rights.

                  (a)      To the fullest extent permitted by law, so long as
there are any Priority Lien Obligations that have not been Discharged, the
Holders of Notes, the Trustee and the Note Collateral Agent agree not to assert
or enforce (provided that upon Discharge of all Priority Lien Obligations, to
the extent available under applicable law, the ability to enforce such rights
shall be automatically reinstated):

                           (1)      any right of subrogation to the rights or
         interests of holders of Priority Liens (or any claim or defense based
         upon impairment of any such right of subrogation);

                           (2)      any right of marshalling accorded to a
         junior lienholder, as against the holders of Priority Liens (as
         priority lienholders), under equitable principles; or

                           (3)      any statutory right of appraisal or
         valuation accorded under any applicable state law to a junior
         lienholder in a proceeding to foreclose on a Priority Lien.

                  (b)      Without in any way limiting the generality of the
foregoing and subject to the provisions of the Loan Agreement or, if applicable,
the Replacement Loan Agreement, each holder of Priority Lien Obligations or
Priority Liens may at any time and from time to time, without the consent of or
notice to any Holder of Note Obligations, or Note Liens, without incurring any
responsibility or liability to any Holder of Note Obligations, or Note Liens,
and without in any manner prejudicing, affecting or impairing the ranking
agreements and other obligations set forth in this Article 3:

                           (1)      make loans and advances to AMERCO or any of
         its Subsidiaries or issue, guaranty or obtain letters of credit for
         account of AMERCO or any of its

                                       19
<PAGE>

         Subsidiaries or otherwise extend credit to AMERCO or any of its
         Subsidiaries, in any amount (up to the maximum principal amount of the
         Priority Lien Debt) and on any terms, whether pursuant to a commitment
         or as a discretionary advance and whether or not any Default or failure
         of condition is then continuing;

                           (2)      change the manner, place or terms of payment
         or extend the time of payment of, or renew or alter, compromise,
         accelerate, extend or refinance, any Priority Lien Obligations or any
         agreement, guaranty, Lien or obligation of AMERCO or any of its
         Subsidiaries or any other person or entity in any manner related
         thereto, or otherwise amend, supplement or change in any manner any
         Priority Lien Obligations or Priority Liens or any such agreement,
         guaranty, lien or obligation;

                           (3)      increase or reduce the amount of any
         Priority Lien Obligation (up to the maximum principal amount of the
         Priority Lien Debt) or the interest, premium, fees or other amounts
         payable in respect thereof;

                           (4)      release or discharge any Priority Lien
         Obligation or any guaranty thereof or any agreement or obligation of
         AMERCO or any of its Subsidiaries or any other person or entity with
         respect thereto (provided, however, that such release or discharge of a
         Priority Lien shall not require the release or discharge of the
         corresponding Note Lien except as provided in Section 3.6);

                           (5)      take or fail to take any Priority Lien or
         any other collateral security for any Priority Lien Obligation or take
         or fail to take any action which may be necessary or appropriate to
         ensure that any Priority Lien is duly enforceable or perfected or
         entitled to priority as against any other Lien or to ensure that any
         proceeds of any property subject to any Priority Lien are applied to
         the payment of any Priority Lien Obligation;

                           (6)      release, discharge or permit the lapse of
         any or all Priority Liens;

                           (7)      exercise or enforce, in any manner, order or
         sequence, or fail to exercise or enforce, any right or remedy against
         any Grantor or any collateral security or any other person, entity or
         property in respect of any Priority Lien Obligation or any Priority
         Lien or any right or power under this Article 3, and apply any payment
         or proceeds of Collateral to the Priority Lien Obligations in any order
         of application; or

                           (8)      sell, exchange, release, foreclose upon or
         commence any Enforcement Action with any property that may at any time
         be subject to any Priority Lien.

                  (c)      No exercise, delay in exercising or failure to
exercise any right arising under this Article 3, no act or omission of any
holder of Priority Liens or Priority Lien Obligations in respect of AMERCO or
any of its Subsidiaries or any other person or entity or any collateral security
for any Priority Lien Obligation or any right arising under this Article 3, no
change, impairment, or suspension of any right or remedy of any holder of any
Priority Liens or Priority Lien Obligations, and no other lawful act, failure to
act, circumstance, occurrence or event which, but for this provision, would or
could act as a release or exoneration of any obligation under this Article 3
will in any way affect, decrease, diminish or impair any of the

                                       20
<PAGE>

ranking agreements and other obligations of the Holders of Notes, the Trustee
and the Note Collateral Agent set forth in this Article 3.

                  (d)      The Lenders, the Priority Lien Collateral Agent and
the other holders of Priority Liens or Priority Lien Obligations will not have
any duty whatsoever, express or implied, fiduciary or otherwise, to any Holder
of Note Obligations or Note Liens.

                  (e)      To the maximum extent permitted by law, each of the
Holders of Notes, the Trustee and the Note Collateral Agent waives any claim it
may have against the Lenders, the Priority Lien Collateral Agent or any other
holder of Priority Liens or Priority Lien Obligations with respect to or arising
out of any action or failure to act on the part of the Lenders, the Priority
Lien Collateral Agent or any other holder of Priority Liens or Priority Lien
Obligations or their respective directors, officers, employees or agents with
respect to any exercise of rights or remedies in respect of the Priority Liens
or the Priority Lien Obligations or under the Priority Lien Documents or any
transaction relating to the Collateral. Neither any Lender nor any Priority Lien
Collateral Agent nor any other holder of Priority Liens or Priority Lien
Obligations nor any of their respective directors, officers, employees or agents
will be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so, except to the extent arising out of the
gross negligence or willful misconduct (as determined by a final judgment of a
court of competent jurisdiction) of such Lender, Priority Lien Collateral Agent
or other holder or its directors, officers, employees or agents, or will be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of AMERCO or any other Grantor or upon the request of any Holder of Note
Obligations, or Note Liens or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

                  (f)      The holders of Priority Liens and Priority Lien
Obligations, on the one hand, and the Holders of Note Obligations, or Note
Liens, on the other hand, shall each be responsible for keeping themselves
informed of the financial condition of AMERCO and its Subsidiaries and all other
circumstances bearing upon the risk of nonpayment of the Priority Lien
Obligations or Note Obligations. Neither the holders of Priority Liens and
Priority Lien Obligations, nor the Priority Lien Collateral Agent, on the one
hand, nor the Holders of Note Obligations or Note Liens, nor the Trustee, on the
other hand, shall have any duty to advise the other party of information
regarding such condition or circumstances or, except as otherwise expressly
provided herein, as to any other matter. If any holder of Priority Liens or
Priority Lien Obligations or any Priority Lien Collateral Agent on the one hand,
or the Holders of Note Obligations or Note Liens , on the other hand, in their
respective discretion, undertake at any time or from time to time to provide any
such information to the other party, such first party shall be under no
obligation to provide any similar information on any subsequent occasion, to
provide any additional information, to undertake any investigation, or to
disclose any information which, pursuant to accepted or reasonable commercial
finance practice, it wishes to maintain confidential.

         Section 3.9 Limitation on Certain Relief and Defenses.

                  (a)      No action taken or omitted for the benefit of the
holders of Priority Liens by AMERCO or any of its Subsidiaries in breach of any
covenant set forth in the Indenture will constitute a defense to the enforcement
of the provisions of this Article 3 by such holders in

                                       21
<PAGE>

accordance with the terms of this Article 3, if, when such action was taken or
omitted, such holders received and in good faith relied on an Officers'
Certificate or Opinion of Counsel to the effect that such action was permitted
under the Indenture. No action taken or omitted for the benefit of the holders
of the Note Liens by AMERCO or any of its Subsidiaries in breach of any covenant
set forth in the Priority Lien Documents will constitute a defense to the
enforcement of the provisions of this Article 3 by such holders in accordance
with the terms of this Article 3, if, when such action was taken or omitted,
such holders received and in good faith relied on an Officers' Certificate of
Opinion of Counsel to the effect that such action was permitted under the
Priority Lien Documents.

                  (b)      The Note Liens will not be forfeited, invalidated,
discharged or otherwise affected or impaired by any breach of any obligation of
the Holders of Notes, the Trustee or the Note Collateral Agent set forth in this
Article 3.

                  (c)      The Priority Liens will not be forfeited,
invalidated, discharged or otherwise affected or impaired by any breach of any
obligation of the Priority Lien Collateral Agent set forth in this Article 3.

         Section 3.10 Reinstatement.

                  (a)      If the payment of any amount applied to any Priority
Lien Obligations secured by any Priority Liens is later avoided or rescinded
(including by settlement of any claim for avoidance or rescission) or otherwise
set aside, then:

                           (1)      to the fullest extent lawful, all claims for
         the payment of such amount as Priority Lien Obligations and, to the
         extent securing such claims, all such Priority Liens will be reinstated
         and entitled to the benefits of this Article 3; and

                           (2)      if a Discharge of the Priority Lien
         Obligations became effective prior to such reinstatement, the
         contractual priority of the Priority Liens so reinstated, as set forth
         in Section 3.2, will be concurrently reinstated on the date and to the
         extent such Priority Liens are reinstated, beginning on such date, as
         though no Priority Lien Obligations or Priority Liens had been
         outstanding at any time prior to such date, and will remain effective
         until the claims secured by the reinstated Priority Liens are
         Discharged;

provided that AMERCO shall deliver forthwith an Officers' Certificate, and/or
the Priority Lien Collateral Agent or any holder of Priority Lien Obligations
may deliver a written notice, to the Note Collateral Agent and the Trustee
stating that Priority Lien Obligations have been reinstated and identifying the
Priority Lien Obligations so reinstated. If this Agreement shall have been
terminated prior to such reinstatement of the Priority Liens, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement.

                  (b)      Notwithstanding the foregoing, no:

                           (1)      action to enforce Note Liens at any time
         prior to the date of any reinstatement pursuant to Section 3.10(a) (or,
         if later, the date on which the Officers'

                                       22
<PAGE>

         Certificate or written notice referred to in Section 3.10(a) is
         delivered to the Trustee and the Note Collateral Agent);

                           (2)      receipt or collection of Collateral or any
         other property by the Holders of Notes, the Trustee or the Note
         Collateral Agent at any time prior to the date of any such
         reinstatement (or, if later, the date on which the Officers'
         Certificate or written notice referred to in Section 3.10(a) is
         delivered to the Trustee and the Note Collateral Agent);

                           (3)      application of any Collateral or other
         property to the payment of Note Obligations at any time prior to the
         date of any such reinstatement (or, if later, the date on which the
         Officers' Certificate or written notice referred to in Section 3.10(a)
         is delivered to the Trustee and the Note Collateral Agent); or

                           (4)      other action taken or omitted by the Holders
         of Notes, the Trustee or the Note Collateral Agent or other event
         occurring at any time prior to the date of any such reinstatement (or,
         if later, the date on which the Officers' Certificate or written notice
         referred to in Section 3.10(a) is delivered to the Trustee and the Note
         Collateral Agent),

will, if it was permitted at such time under this Article 3 without giving
effect to any subsequent reinstatement under Section 3.10(a), (1) constitute a
breach of any obligation of the Holders of Notes, the Trustee or the Note
Collateral Agent under this Article 3 or (2) subject to Section 3.10(c), give
rise to any right, claim or interest whatsoever enforceable by any holder of
Priority Liens or Priority Lien Obligations or by any other Person.

                  (c)      Notwithstanding any contrary provision in Section 3.4
or this Section 3.10, in the case of clauses (2) and (3) of Section 3.10(b), any
Net Proceeds received by, or on behalf of, the Trustee, the Note Collateral
Agent or any Holder of Notes, prior to the date of reinstatement of the Priority
Lien Obligations, from any receipt, collection or application of, or any other
Enforcement Action of any kind taken against, Collateral less than 91 days after
the date on which the applicable Priority Lien Obligation was paid in full shall
be turned over to the Priority Lien Collateral Agent for application to the
Priority Lien Obligations in accordance with this Agreement; and provided that
the Trustee and the Note Collateral Agent, as applicable, shall not be required
to distribute any such Net Proceeds to any Holder of Notes until such 91st day.
Notwithstanding the foregoing, to the extent any case is commenced by or against
any Grantor under any Bankruptcy Law within 91 days after the date on which the
Priority Lien Obligations are paid in full, such Net Proceeds received prior to
the commencement of the case shall be held by the Trustee or the Note Collateral
Agent until the earlier of (i) the date on which any plan of reorganization or
any similar dispositive restructuring plan in respect of the case is confirmed,
(ii) the date on which the Priority Lien Collateral Agent receives an order from
the bankruptcy court reasonably satisfactory to it stating that the Discharge of
the Priority Lien Obligations shall not be avoided or rescinded, (iii) the date
on which any of the Priority Lien Obligations are avoided or rescinded, in which
case such Net Proceeds shall be turned over to the Priority Lien Collateral
Agent for application to the Priority Lien Obligations in accordance with this
Agreement (to the extent not prohibited by the bankruptcy court) or (iv) the
entry of an order of the bankruptcy court directing the application of such Net
Proceeds. In the event that any such

                                       23
<PAGE>

Net Proceeds are turned over to the Priority Lien Collateral Agent, the Note
Debt and Note Liens shall be thereupon reinstated to the extent of the amount of
the Net Proceeds turned over to the Priority Lien Collateral Agent.

         Section 3.11 Amendment: Waiver.

                  (a)      No amendment or supplement to the provisions of this
Article 3 will:

                           (1)      be effective unless set forth in a writing
         signed by the Trustee and the Note Collateral Agent with the consent of
         the Holders of at least a majority in principal amount at maturity of
         the Notes; and

                           (2)      become effective at any time any Priority
         Lien Obligations exist that have not been Discharged unless such
         amendment or supplement is consented to in a writing signed by the
         Priority Lien Collateral Agent acting upon the direction or with the
         consent of the holders of the applicable percentage (as required under
         the Loan Agreement or the Replacement Loan Agreement) in principal
         amount of all Priority Lien Debt then outstanding or committed under
         the Loan Agreement or the Replacement Loan Agreement, voting as a
         single class.

                  Any such amendment or supplement that imposes any obligation
upon the Note Collateral Agent or adversely affects the rights of the Note
Collateral Agent in its individual capacity at any time when the Trustee is not
the Note Collateral Agent will become effective only with the consent of the
Note Collateral Agent.

                  (b)      No waiver of any of the provisions of this Article 3
will in any event be effective unless set forth in a writing signed and
consented to, as required for an amendment under this Section 3.11, by the party
to be bound thereby.

         Section 3.12 Enforcement.

                  (a)      Except as otherwise set forth in this Section 3.12,
the provisions of this Article 3 are intended for the sole benefit of, and may
be enforced solely by, the holders of Priority Liens and Priority Lien
Obligations granted and outstanding from time to time; provided, however, that:

                           (1)      the definition of "Priority Lien Debt" is
         intended for the benefit of both the holders of Priority Liens and
         Priority Lien Obligations granted and outstanding from time to time and
         AMERCO; and

                           (2)      the provisions of Section 3.16 are intended
         for the sole benefit of, and may be enforced solely by, the Holders of
         Note Liens and Note Obligations granted and outstanding from time to
         time (or by the Note Collateral Agent on their behalf).

                  (b)      The rights of the Holders of Notes and the Note
Collateral Agent set forth in Sections 3.3, 3.5 and 3.10 are intended for the
sole benefit of the Holders of Notes and the Note Collateral Agent and may be
enforced only by the Holders of Notes or by the Note Collateral Agent.

                                       24
<PAGE>

                  (c)      The obligations of the Holders of Notes, the Trustee
and the Note Collateral Agent set forth in Sections 3.3, 3.4, 3.5, 3.6, 3.7,
3.8, 3.9 and 3.10:

                           (1)      are intended for the sole benefit of the
         holders of Priority Lien Obligations and may be enforced only by the
         holders of Priority Lien Obligations or by the Priority Lien Collateral
         Agent; and

                           (2)      will terminate, unconditionally and (subject
         only to Section 3.10) forever, upon either of (a) Discharge of the
         Priority Lien Obligations or (b) the release of the Note Liens in whole
         as provided under Section 11.04 of the Indenture.

                  (d)      No right to enforce the ranking agreements or any
other obligation set forth in this Article 3 may be impaired by any act or
failure to act by AMERCO, the Trustee or any Holder of Notes or by the failure
of AMERCO, the Trustee or any Holder of Notes to comply with this Agreement.

                  (e)      The obligations of the holders of Priority Lien Debt
and the Priority Lien Collateral Agent and the Holders of Notes, the Trustee and
the Note Collateral Agent under this Article 3 are continuing obligations that
may be terminated only by an amendment that becomes effective as set forth in
Section 3.11.

                  (f)      Except for the Persons identified in this Section
3.12, to the extent and as to the obligations set forth in this Section 3.12, no
other Person will be entitled to rely on, have the benefit of or be entitled to
enforce the lien ranking agreements or any other obligation set forth in this
Article 3.

         Section 3.13 Notes, Note Guarantees and Other Note Obligations Not
Subordinated. The provisions of this Article 3 are intended solely to set forth
the relative ranking, as Liens, of the Note Liens as against the Priority Liens.
Neither the Notes, the Note Guarantees and other Note Obligations nor, except as
otherwise provided in this Article 3, the exercise or enforcement of any right
or remedy for the payment or collection thereof (other than the restrictions
with respect to the enforcement of remedies against the Collateral as set forth
in this Article 3) are intended to be, or will ever be by reason of the
provisions of this Article 3, in any respect subordinated, deferred, postponed,
restricted or prejudiced.

         Section 3.14 Relative Rights. This Article 3 defines the relative
rights, as lienholders, of Holders of Note Liens and holders of Priority Liens.
Nothing in this Agreement will:

                           (1)      impair, as between AMERCO and Holders of
         Notes, the obligation of AMERCO, which is absolute and unconditional,
         to pay principal of, premium and interest, if any, on the Notes in
         accordance with their terms or to perform any other obligation of
         AMERCO or any other Grantor under the Note Documents;

                           (2)      affect the relative rights of Holders of
         Notes and creditors of any Grantor (other than holders of Priority
         Liens);

                           (3)      restrict the right of any Holder of Notes to
         sue for payments that are then due and owing (but not enforce any
         judgment in respect thereof against any

                                       25
<PAGE>

         Collateral other than the enforcement of any judgment in respect of any
         other action not specifically prohibited by Sections 3.3 or 3.5);

                           (4)      prevent the Trustee, the Note Collateral
         Agent or any Holder of Notes from exercising against any Grantor any of
         its other available remedies upon a Note Event of Default not
         specifically prohibited by Sections 3.3 or 3.5; or

                           (5)      restrict the right of the Trustee, the Note
         Collateral Agent or any Holder of Notes from taking any lawful action
         in an Insolvency or Liquidation Proceeding not specifically prohibited
         by Sections 3.3 or 3.5.

                  If any Grantor fails because of this Article 3 to perform any
obligation binding upon it under any Note Document, the failure is still a Note
Event of Default.

         Section 3.15 Bailee for Perfection.

                  (a)      The Priority Lien Collateral Agent shall hold the
Pledged Collateral in its possession or control (or in the possession or control
of its agents or bailees) as bailee for the Note Collateral Agent solely for the
purpose of perfecting the security interest granted in such Pledged Collateral
pursuant to the Note Security Documents, subject to the terms and conditions of
this Agreement; provided that, solely for purposes of perfecting Liens in cash
collateral accounts, deposit accounts, electronic chattel paper and letter of
credit rights included in the Collateral, the Priority Lien Collateral Agent
agrees to act as agent for the Note Collateral Agent. The Priority Lien
Collateral Agent and Note Collateral Agent agree that if the Priority Lien
Collateral Agent shall enter into a control agreement with respect to any
security account or deposit account, the Note Collateral Agent will be given
notice by the Company and may also become a party thereto in order to perfect
its security interest in such accounts. If and to the extent such control
agreements provide for the right of either the Priority Lien Collateral Agent or
the Note Collateral Agent to give notice or direction to the depository or
intermediary, as applicable, with respect to such accounts, the Note Collateral
Agent hereby agrees that it will not give any such notice or direction to any
such depository or intermediary unless and until all Priority Lien Obligations
have been Discharged. Borrowers and the Note Collateral Agent agree to exercise
reasonable efforts to name or otherwise establish the Note Collateral Agent as
secondary collateral agent with respect to Collateral upon which Liens are
perfected by means other than notice. The Priority Lien Collateral Agent agrees
to reasonably cooperate with any specific requests made by Borrowers in the
event that the consent of the Priority Lien Collateral Agent may be required in
connection therewith.

                  (b)      So long as any Priority Lien Obligations exist that
have not been Discharged, the Priority Lien Collateral Agent shall be entitled
to deal with the Pledged Collateral in accordance with the terms of the Priority
Lien Documents and this Agreement.

                  (c)      The Priority Lien Collateral Agent shall not have any
obligation whatsoever to Note Collateral Agent, the Trustee or the Holders of
any Notes or other Note Lien Obligations to assure that the Pledged Collateral
is genuine or owned by any Grantor or otherwise or to preserve rights or
benefits of any Person except as expressly set forth in this Section 3.15. The
duties or responsibilities of the Priority Lien Collateral Agent under this

                                       26
<PAGE>

Section 3.15 shall be limited solely to holding the Pledged Collateral as bailee
for the Note Collateral Agent for purposes of perfecting the Lien therein held
by the Note Collateral Agent to secure Note Obligations. The Priority Lien
Collateral Agent shall not have any obligation to the Note Collateral Agent, the
Trustee or any Holder of Note Debt to care for, protect or insure any Pledged
Collateral or to ensure that the Lien on such Pledged Collateral has been
properly or sufficiently created or entitled to any particular priority.

                  (d)      The Priority Lien Collateral Agent shall not have, by
reason of the Note Security Documents, the Note Documents, this Agreement or any
other document or instrument, a fiduciary relationship in respect of the Note
Collateral Agent, the Trustee or the Holders of Notes or any other Note
Obligations. Neither the Note Collateral Agent nor the Trustee shall have, by
reason of the Priority Lien Documents or this Agreement or any other document or
instrument, a fiduciary relationship in respect of the Priority Lien Collateral
Agent or the Lenders.

         Section 3.16 Delivery of Collateral and Proceeds of Collateral. If all
Priority Lien Obligations have been Discharged, the Priority Lien Collateral
Agent shall, to the extent permitted by applicable law, deliver to (1) the Note
Collateral Agent (if Note Liens and Note Lien Obligations then remain
outstanding), or (2) such other Person as a court of competent jurisdiction may
otherwise direct, (a) any Collateral held by, or on behalf of, the Priority Lien
Collateral Agent or any holder of Priority Lien Obligations, and (b) all
proceeds of Collateral held by, or on behalf of, the Priority Lien Collateral
Agent or any holder of Priority Lien Obligations, whether arising out of an
action taken to enforce, collect or realize upon any Collateral or otherwise.
Such Collateral and such proceeds shall be delivered without recourse and
without any representation or warranty whatsoever as to the enforceability,
perfection, priority or sufficiency of any Lien securing or guaranty or other
supporting obligation for any Priority Lien Debt or Priority Lien Obligations,
together with any necessary endorsements or as a court of competent jurisdiction
may otherwise direct.

         Section 3.17 Termination of Agreement. Except and to the extent
provided in Section 3.10 hereof, this Agreement shall terminate automatically
and be of no further force or effect upon the earlier to occur of (i) release of
all Priority Liens or (ii) all Priority Lien Obligations have been Discharged.
In that event, and at such time that the Note Obligations are still outstanding
and the Note Security Documents are in effect, the Priority Lien Collateral
Agent shall (and AMERCO and its Subsidiaries so consent and agree) (a) turn over
any remaining cash of the Borrowers in excess of the Priority Lien Debt to the
Note Collateral Agent, (b) if at such time the Priority Lien Collateral Agent
continues to hold any certificates representing shares of stock, instruments or
chattel paper included in the Collateral or to hold any other Collateral, the
Priority Lien Collateral Agent shall turn over such certificates, instruments
and chattel paper and such other Collateral to the Note Collateral Agent to be
held by it under the Note Security Documents, and (c) the Priority Lien
Collateral Agent shall cooperate, in such reasonable respects as are requested
by the Note Collateral Agent, with the Note Collateral Agent and AMERCO to
substitute the Note Collateral Agent for the Priority Lien Collateral Agent with
respect to each account control agreement with respect to deposit accounts that
constitute Collateral. In no event shall the Note Collateral Agent have any
liability for the acts or omissions of the Priority Lien Collateral Agent, nor
shall the Priority Lien Collateral Agent have any liability for the acts or
omissions of the Note Collateral Agent.

                                       27
<PAGE>

                                   ARTICLE 4.
                                  MISCELLANEOUS

         Section 4.1 Amendments, Modifications, and Waivers; Cumulative
Remedies. No amendment, modification or waiver of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by
each of the parties hereto, and then such amendment, modification or waiver
shall be effective only in the specific instance and for the specific purpose
for which it is given. No failure to exercise, nor any delay in exercising, on
the part of any party of, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
provided herein are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.

         Section 4.2 Indenture References. Notwithstanding anything to the
contrary in this Agreement, any references contained herein to any Section,
clause, paragraph, definition or other provision of the Indenture (including any
definition contained therein) shall be deemed to be a reference to such Section,
clause, paragraph, definition or other provision as in effect on the date of
this Agreement; provided that any reference to any such Section, clause,
paragraph or other provision shall refer to such Section, clause, paragraph or
other provision of the Indenture (including any definition contained therein) as
amended or modified from time to time if such amendment or modification has been
(1) made in accordance with the Indenture and (2) at any time any Priority Lien
Obligations exist that have not been Discharged, approved in a writing delivered
to the Trustee and the Note Collateral Agent by, or on behalf of, the requisite
holders of Priority Lien Obligations as are needed under the terms of the
applicable Priority Lien Documents to approve such amendment or modification.

         Section 4.3 Successors and Assigns. The provisions of this Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns, including, without limitation, any person or
entity that succeeds to the role of the Note Collateral Agent or the Priority
Lien Collateral Agent.

         Section 4.4 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when received, or, in the case of telecopy notice,
when received and confirmed by telephone, addressed as follows:

                  If to the Note Collateral Agent or the Trustee:

                           Wells Fargo Bank, N.A.
                           Corporate Trust Services
                           Sixth & Marquette; N9303-120
                           Minneapolis, MN 55479
                           Attn: Timothy P. Mowdy, Assistant Vice President
                           Facsimile: 612-667-9825

                                       28
<PAGE>

                  If to the Loan Agreement Agent:

                           Wells Fargo Foothill, Inc.
                           2450 Colorado Avenue
                           Suite 3000W
                           Santa Monica, California 90404
                           Attn: Specialty Finance Division Manager
                           Telecopier No. 310.453.7444

                  With copies to:

                           Chris D. Molen, Esq.
                           Paul, Hastings, Janofsky & Walker LLP
                           600 Peachtree Street, N.E. Suite 2400
                           Atlanta, Georgia 30308
                           Telecopier No.: (404) 815-2424
                           Telephone No.: (404) 815-2210

                  Any party may hereafter notify the other parties hereto of a
change in its notice address.

         Section 4.5 Counterparts. This Agreement may be executed in one or more
duplicate counterparts and when signed by all of the parties listed below shall
constitute a single binding agreement.

         Section 4.6 Governing Law; Consent to Jurisdiction and Venue. THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE PARTIES HERETO HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK CITY SHALL HAVE
NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG
THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF
OR RELATING TO THIS AGREEMENT, PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT
ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
NEW YORK CITY AND, PROVIDED. FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE THE PRIORITY LIEN COLLATERAL AGENT FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON ANY
SECURITY FOR THE PRIORITY LIEN OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF SUCH PRIORITY LIEN COLLATERAL AGENT. EACH OF THE PARTIES
HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO
HEREBY WAIVES ANY OBJECTION WHICH IT MAY

                                       29
<PAGE>

HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO IT AT THE ADDRESS SET FORTH HEREIN,
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID.

         Section 4.7 Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED
THERETO.

         Section 4.8 Specific Performance. In addition to the provisions of
Section 3.16, the parties hereto agree that irreparable damage would occur, and
that monetary damages would not be a sufficient remedy, in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached (or threatened to be breached). Each
of the parties shall be entitled to, and no other party hereto shall, directly
or indirectly, oppose or otherwise contest any motion or other legal action
brought to:

                           (1)      obtain, an injunction or injunctions or
         other equitable relief as a remedy to prevent breaches (or threatened
         breaches) of this Agreement; and

                           (2)      enforce specifically the terms and
         provisions of this Agreement in any court of the United States or any
         state having jurisdiction, without proof of actual damages or a
         requirement that bond be posted.

                  The remedies described in this Agreement are in addition to
any other remedy to which any of the parties is entitled at law or in equity or
otherwise.

         Section 4.9 Entire Agreement. This Agreement integrates all the terms
and conditions mentioned herein or incidental hereto and supersedes all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any such agreement, document or instrument, the terms, conditions
and provisions of this Agreement shall prevail.

                                       30
<PAGE>

         Section 4.10 Severability. In case any one or more of the provisions
contained or incorporated by reference in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and the parties hereto shall enter into good faith
negotiations to replace the invalid, illegal or unenforceable provision with a
view to obtaining the same commercial effect as this Agreement would have had if
such provision had been legal, valid and enforceable.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       31
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Intercreditor Agreement to be executed by their respective officers or
representatives hereunto duly authorized as of the day and year first above
written.

                                      WELLS FARGO FOOTHILL, INC.
                                      as Loan Agreement Agent

                                      By: /s/ Rhonda Noell
                                         --------------------------------
                                         Name: Rhonda Noell
                                              ---------------------------
                                         Title: SVP

                                      WELLS FARGO BANK, N.A., as Note Collateral
                                      Agent and Trustee

                                      By: /s/ Timothy P. Mowdy
                                         ---------------------------------
                                         Name: Timothy P. Mowdy
                                              ----------------------------
                                         Title: Assistant Vice President
                                               ---------------------------

INTERCREDITOR AGREEMENT

<PAGE>

                              CONSENT AND AGREEMENT

                 The undersigned are not party to, nor beneficiary of, the
Intercreditor Agreement. Each of the undersigned hereby acknowledges receipt of
a copy of the foregoing Intercreditor Agreement as of the date thereof and
further acknowledges the terms and provisions thereof and agrees not to take any
action which is inconsistent with, or to contest or challenge the validity of,
any term or provision thereof, and agrees that its successors and assigns shall
be bound by the foregoing.

                                     AMERCO REAL ESTATE COMPANY, a
                                     Nevada Corporation

                                     AMERCO REAL ESTATE COMPANY OF
                                     ALABAMA, INC., an Alabama Corporation

                                     AMERCO REAL ESTATE COMPANY OF
                                     TEXAS, INC., a Texas Corporation

                                     AMERCO REAL ESTATE SERVICES, INC.,
                                     a Nevada Corporation

                                     ONE PAC COMPANY, a Nevada Corporation

                                     TWO PAC COMPANY, a Nevada Corporation

                                     THREE PAC COMPANY, a Nevada Corporation

                                     FOUR PAC COMPANY, a Nevada Corporation

                                     FIVE PAC COMPANY, a Nevada Corporation

                                     SIX PAC COMPANY, a Nevada Corporation

                                     SEVEN PAC COMPANY, a Nevada Corporation

                                     EIGHT PAC COMPANY, a Nevada Corporation

                                     NINE PAC COMPANY, a Nevada Corporation

                                     TEN PAC COMPANY, a Nevada Corporation

                                     ELEVEN PAC COMPANY, a Nevada Corporation

                                     TWELVE PAC COMPANY, a Nevada Corporation

                                     FOURTEEN PAC COMPANY, a Nevada Corporation

                                     FIFTEEN PAC COMPANY, a Nevada Corporation

                                     SIXTEEN PAC COMPANY, a Nevada Corporation

                                     SEVENTEEN PAC COMPANY, a Nevada Corporation

INTERCREDITOR AGREEMENT

<PAGE>

                                     NATIONWIDE COMMERCIAL CO., an
                                     Arizona corporation

                                     YONKERS PROPERTY CORPORATION, a
                                     New York corporation

                                     PF & F HOLDINGS CORPORATION, a
                                     Delaware corporation

                                     By: /s/ Carlos Vizcarra
                                         ---------------------------------------
                                         Carlos Vizcarra, President

INTERCREDITOR AGREEMENT

<PAGE>

                                     EMOVE, INC., a Nevada corporation

                                     WEB TEAM ASSOCIATES, INC., a Nevada
                                     corporation

                                     By: /s/ Thomas Tollison
                                         ---------------------------------------
                                         Thomas Tollison, Secretary

INTERCREDITOR AGREEMENT

<PAGE>

                                     U-HAUL INSPECTIONS, LTD., a British
                                     Columbia corporation

                                     By: /s/ Wolfgang Bromha
                                         ---------------------------------------
                                         Wolfgang Bromha, Secretary

INTERCREDITOR AGREEMENT

<PAGE>

                                     AMERCO, a Nevada corporation

                                     U-HAUL INTERNATIONAL, INC., a Nevada
                                     corporation

                                     A & M ASSOCIATES, INC., an Arizona
                                     corporation

                                     U-HAUL SELF-STORAGE CORPORATION, a
                                     Nevada corporation

                                     U-HAUL SELF-STORAGE MANAGEMENT
                                     (WPC), INC., a Nevada corporation

                                     U-HAUL BUSINESS CONSULTANTS, INC.,
                                     an Arizona corporation

                                     U-HAUL LEASING & SALES CO., a Nevada
                                     corporation

                                     U-HAUL CO. OF ALASKA, an Alaska
                                     corporation

                                     U-HAUL CO. OF ALABAMA, INC., an
                                     Alabama corporation

                                     U-HAUL CO. OF ARKANSAS, a Arkansas
                                     corporation

                                     U-HAUL CO. OF ARIZONA, an Arizona
                                     corporation

                                     U-HAUL CO. OF CALIFORNIA, a California
                                     corporation

                                     U-HAUL CO. OF COLORADO, a Colorado
                                     corporation

                                     U-HAUL CO. OF CONNECTICUT, a
                                     Connecticut corporation

                                     U-HAUL CO. OF DISTRICT OF COLUMBIA,
                                     INC., a District of Columbia corporation

                                     U-HAUL CO. OF FLORIDA, a Florida
                                     corporation

                                     U-HAUL CO. OF GEORGIA, a Georgia
                                     corporation

                                     U-HAUL OF HAWAII, INC., a Hawaii
                                     corporation

                                     U-HAUL CO. OF IDAHO, INC., an Idaho
                                     corporation

INTERCREDITOR AGREEMENT

<PAGE>

                                     U-HAUL CO. OF IOWA, INC., an Iowa
                                     corporation

                                     U-HAUL CO. OF ILLINOIS, INC., an Illinois
                                     corporation

                                     U-HAUL CO. OF INDIANA, INC., an Indiana
                                     corporation

                                     U-HAUL CO. OF KANSAS, INC., a Kansas
                                     corporation

                                     U-HAUL CO. OF KENTUCKY, a Kentucky
                                     corporation

                                     U-HAUL CO. OF LOUISIANA, a Louisiana
                                     corporation

                                     U-HAUL CO. OF MASSACHUSETTS AND
                                     OHIO, INC., a Massachusetts corporation

                                     U-HAUL CO. OF MARYLAND, INC., a
                                     Maryland corporation

                                     U-HAUL CO. OF MAINE, INC., a Maine
                                     corporation

                                     U-HAUL CO. OF MICHIGAN, a Michigan
                                     corporation

                                     U-HAUL CO. OF MINNESOTA, a
                                     Minnesota corporation

                                     U-HAUL COMPANY OF MISSOURI, a
                                     Missouri corporation

                                     U-HAUL CO. OF MISSISSIPPI, a Mississippi
                                     corporation

                                     U-HAUL CO. OF MONTANA, INC., a
                                     Montana corporation

                                     U-HAUL CO. OF NORTH CAROLINA, a
                                     North Carolina corporation

                                     U-HAUL CO. OF NORTH DAKOTA, a North
                                     Dakota corporation

                                     U-HAUL CO. OF NEBRASKA, a Nebraska
                                     corporation

                                     U-HAUL CO. OF NEVADA, INC., a Nevada
                                     corporation

                                     U-HAUL CO. OF NEW HAMPSHIRE, INC.,
                                     a New Hampshire corporation

INTERCREDITOR AGREEMENT

<PAGE>

                                     U-HAUL CO. OF NEW JERSEY, INC., a New
                                     Jersey corporation

                                     U-HAUL CO. OF NEW MEXICO, INC., a New
                                     Mexico corporation

                                     U-HAUL CO. OF NEW YORK, INC., a New
                                     York corporation

                                     U-HAUL CO. OF OKLAHOMA, INC., an
                                     Oklahoma corporation

                                     U-HAUL CO. OF OREGON, an Oregon
                                     corporation

                                     U-HAUL CO. OF PENNSYLVANIA, a
                                     Pennsylvania corporation

                                     U-HAUL CO. OF RHODE ISLAND, a Rhode
                                     Island corporation

                                     U-HAUL CO. OF SOUTH CAROLINA, INC.,
                                     a South Carolina corporation

                                     U-HAUL CO. OF SOUTH DAKOTA, INC.,
                                     a South Dakota corporation

                                     U-HAUL CO. OF TENNESSEE, a Tennessee
                                     corporation

                                     U-HAUL CO. OF TEXAS, a Texas
                                     corporation

                                     U-HAUL CO. OF UTAH, INC., a Utah
                                     corporation

                                     U-HAUL CO. OF VIRGINIA, a Virginia
                                     corporation

                                     U-HAUL CO. OF WASHINGTON, a
                                     Washington corporation

                                     U-HAUL CO. OF WISCONSIN, INC., a
                                     Wisconsin corporation

                                     U-HAUL CO. OF WEST VIRGINIA, a West
                                     Virginia corporation

                                     U-HAUL CO. OF WYOMING, INC., a Wyoming
                                     corporation

                                     U-HAUL CO. (CANADA) LTD. U-HAUL CO.
                                     (CANADA) LTEE, an Ontario corporation

                                     By: /s/ Gary V. Klinefelter
                                         -----------------------------------
                                         Gary V. Klinefelter, Secretary

INTERCREDITOR AGREEMENT

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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