EX-10.96 2 amendedcreditagreement.htm AMENDED AND RESTATED CREDIT AGREEMENT
E X ECUTI O N C OPY
AMEND E D AND R E STA T ED CREDIT AGREEM E N T
dated as of
March 12, 2007
among
U-HAUL L EASING & SAL E S CO., U-HAUL CO. OF ARIZONA,
and
U-HAUL I N T E RNA T IONAL, INC.,
as Borro w e rs
U-HAUL I N T E RNA T IONAL, INC.,
as Servicer/Manager and Guarantor
and
MERRI L L LYNCH COMMERCIAL FINANCE CORP.,
as Lender
(Aged Truck Revolving Loan Facility)

TABLE OF CONTENTS
ARTICLE I
Definitions
Page
Section 1.01. Defined Ter m s ................................................................................................. 1
Section 1.02. Ter m s Gen e rally............................................................................................. 11
Section 1.03. Accounting Ter m s; GAA P.............................................................................11
ARTICLE I I
The Loans
Section 2.01. Com m i t m ents ................................................................................................. 12
Section 2.02. The Note......................................................................................................... 12
Section 2.03. Making the Loans .......................................................................................... 12
Section 2.04. Repay m ent of Loans; Evidence of Debt ........................................................ 13
ARTICLE I II
SECURITY
Section 3.01. Security Interest ............................................................................................. 13
Section 3.02. Release of Collateral ...................................................................................... 14
ARTICLE I V
SERVICING AND MAINTENAN C E
Section 4.01. Servicer/Manager ........................................................................................... 14
Section 4.02. Custody of Vehicle File s................................................................................ 15
Section 4.03. Maintenance ................................................................................................... 17
ARTICLE V
FEES, INT E REST, AC C OUN T S, PAYMENTS, ETC.
Section 5.01. Fees and Expenses ......................................................................................... 17
Section 5.02. Interest on the Loans ...................................................................................... 17
Section 5.03. [Reserved.] ..................................................................................................... 18
Section 5.04. Pay m ents to be Made ..................................................................................... 18
Section 5.05. Optional Prepay m ents .................................................................................... 18
Section 5.06. [Reserved] ...................................................................................................... 19
Section 5.0 7. Illegality; S ubstit u ted I n tere s t Rate, etc ......................................................... 19
Section 5.08. Pay m ents of Principal a n d Interest; Mandatory Prepay m ents ....................... 19
Section 5.09. Increased C osts .............................................................................................. 20
Section 5.10. Taxes .............................................................................................................. 21
-i-

TABLE OF CONTENTS
(continued)
Page
ARTICLE VI
REPR E SENTATIONS AND WA R RANTIES
Section 6.01. Organization; Power s..................................................................................... 22
Section 6.02. Authorization; Enforceability ........................................................................ 22
Section 6.03. Govern m en t al Approvals; No Conflicts ........................................................ 22
Section 6.0 4. Financial Conditio n; No Material Adverse Chan g e....................................... 22
Section 6.05. Properties; Liens and Licenses....................................................................... 23
Section 6.0 6. Litigation M atter s........................................................................................... 23
Section 6.07. Co m pliance with Laws and Agree m e nts ....................................................... 23
Section 6.08. Invest m ent and Holding Co m pany Status...................................................... 23
Section 6.09. Taxes .............................................................................................................. 24
Section 6.10. ERISA ............................................................................................................ 24
Section 6.11. Disclosure ...................................................................................................... 24
Section 6.12. The Collateral................................................................................................. 24
Section 6.13. Liens on the Collateral ................................................................................... 25
Section 6.14. Eligible Vehicle Collatera l............................................................................. 25
Section 6.15. Insurance ........................................................................................................ 25
Section 6.16. Labor Matter s................................................................................................. 25
Section 6.17. Security Docu m ents ....................................................................................... 25
Section 6.18. Margin Regulation s........................................................................................ 25
ARTICLE VII
CONDITIONS
Section 7.01. Effective Date ................................................................................................ 26
Section 7.02. Each Loan ...................................................................................................... 26
ARTICLE VIII
AFFIRMA T IVE COV E NAN T S
Section 8.01. Financial State m ents and Other Infor m ation ................................................. 27
Section 8.02. Notices of Material Events............................................................................. 28
Section 8.03. Infor m ation Regarding C ollateral .................................................................. 29
Section 8.04. Existence; C onduct of Busines s..................................................................... 29
Section 8.05. Pay m ent of Obligations.................................................................................. 29
Section 8.06. Maintenance of Properties ............................................................................. 29
Section 8.07. Insurance ........................................................................................................ 30
-ii-

TABLE OF CONTENTS
(continued)
Page
Section 8.08. Books and Records; Inspection Rights .......................................................... 30
Section 8.09. Co m pliance with Laws and Agree m e nts ....................................................... 30
Section 8.1 0. Use of Proceeds.............................................................................................. 30
Section 8.11. Further Assurances......................................................................................... 30
Section 8.12. Casualty.......................................................................................................... 31
Section 8.13. Interest Rate Protectio n.................................................................................. 31
ARTICLE I X
NEGATIVE COV E NANTS
Section 9.01. Change in Control .......................................................................................... 31
Section 9.02. Use of Collateral ............................................................................................ 31
Section 9.03. Negative Pledge ............................................................................................. 32
Section 9.04. Li m itations on Fund a m ental Changes ........................................................... 32
ARTICLE X
EVENTS OF DEFAULT
Section 10.01. Events of Default ........................................................................................... 32
Section 10.02. Consequences of an Event of Default ............................................................ 34
ARTICLE XI
RESERV E D
Section 11.01. Reserve d......................................................................................................... 34
ARTICLE XII
MISCELLANEOUS
Section 12.01. Notices ........................................................................................................... 34
Section 12.02. Waivers; Am endment s................................................................................... 35
Section 12.03. Expenses; Inde m nity; Da m age W aive r.......................................................... 35
Section 12.0 4. Successors and Assigns.................................................................................. 36
Section 12.05. Survival .......................................................................................................... 38
Section 12.06. Counterparts; I n tegration; Effectivenes s........................................................ 38
Section 12.07. Severability .................................................................................................... 38
Section 12.08. Right of Setoff................................................................................................ 38
Section 12.09. Governing Law; Jurisdiction; Consent to Service of Proces s........................ 39
Section 12.10. WAIVER OF JURY TRIA L.......................................................................... 39
Section 12.11. Headings ........................................................................................................ 40
Section 12.12. Confidentiality ............................................................................................... 4 0
-iii-

TABLE OF CONTENTS
(continued)
Page
Section 12.13. Joint and Several L i ability of Borrowers. ...................................................... 40
SCH E DU L ES:
Schedule 6.04 - Liabilities
Schedule 6.15 - Insurance
EXHIBITS:
Exhibit A Form of Assign m ent and Acceptance
Exhibit B Form of Guarantee Agree m ent
Exhibit C Form of Bo r rowing Request
Exhibit D Form of Bo r rowing Base Certificate
Exhibit E Form of Monthly Settle m ent Report
Exhibit F Form of No t e
Exhibit G Market Value
Exhibit H [Reserved]
Exhibit I [Reserved]
Exhibit J [Reserved]
Exhibit K W i re Instructions
ANN E XES
Annex I Eligibility R equire m ents
-iv-

AMEND E D AND R ES TATED C R EDIT AG R EEMENT, dated as of March 12,
2007, (the “Agree m en t”) a m ong U-HAUL L E ASING & SALES CO., a Nevada corporation, as a
Borrower, U-HAUL CO. OF AR I ZONA, an Arizona corporation, as a Borrower, U-HAUL
INTERNA T IONAL, INC., a Nevada corporation, as a Borrower, as Servicer/Manager and as
Guarantor, and MERRI L L LYNCH COMM E RCIAL FINANCE CORP., as Lender.
Recitals
WH EREAS, the p arties hereto a r e p arty to a certain Cre d it Agree m ent, dated as of
June 28, 2005 (the “Original Credit Agree m ent”); and
WH EREAS, the parti e s to the Original Credit Agree m ent desire to a m end and
restate the Origi n al Cre d it Agree m ent to effect certain a m end m ents thereto;
NO W, THEREFORE, the parties h er eto ag r ee as f ollows:
ARTICLE I
Definitions
Section 1.01. Defined Ter m s. As used in this Agree m ent, the f ollowing ter m s
have the m eanings specified below:
“Adjusted LIBO Rate” m eans, with respect to any Loan for any Interest Period,
an interest rate per an n u m (rounded upwards, if necessar y, to the ne x t 1/100 of 1%) equal to
(a) LIBOR for such I n te r est Pe r i od multi p lied by (b) the S t at u t ory Reser v e Rate.
“Advance Rat e” m eans 65%; provide d, howeve r, that if EBIDTA f or UHI f alls
below $300,000,000 for any fiscal year as reported on AMERCO’s annual report on Form 10-K,
then the “Advance Rate” will be 5 0%.
“A ffiliate” m eans, with respect to a specified Person, another Person that directly,
or indirectly through one or m ore inter m ediar i es, Controls or is Controlled by or is under
common Control with the Person specified.
“AMERC O” m eans A M ERCO, a Nevada corporation.
“Assign m ent and Acce p tance” m eans an assig n m ent and acceptance e n tered into
by the Len d er and an a s signee (with the consent of the Borrowers and the Lender if required by
Section 12.04), and accepted by the Lender, in the form of Exhibit A or any other form approved
by the Lender.
“Black Bo o k” m eans the National Auto Research Black B o ok Guide p u blished by
Hearst Corporation from ti m e to ti m e.
“Board” m e ans the Board of Gove r nors of the Federal Reserve System of the
United States of A m erica.

“Borrowers” m eans, collecti v ely, j o intly and se v erally, U-Haul Leasing & Sales
Co., a Nevada corporation, U-Haul Co. of Arizona, an Arizona corporation a nd U-Haul
International, Inc., a Nevada corporation.
“Borrowing Base” m eans, as of any date, the lesser of (i) the product of (a) the
Advance Rate and (b) the Market Value of t h e E li g ible V ehicle Coll a ter a l, in ea c h case a s of
such date, o r (ii) the F a cility Com m it m ent Amount as of such date.
“Borrowing Base Certificate” m eans an Officer’s Certificate of the Borrowers
containing a calculation of the Borrowing Base, including a Vehicle Schedule, and substantially
in the form of Exhibit D or such other form as s hall be approved by the Lender.
“Borrowing Base Deficienc y” m eans, as of any date, the a m ount, if any, by which
the Outstan d ing Loans exceed the B orrowing Base.
“Borrowing Request” m eans a request by t h e Borrowers for a Loan in
ac cordance with Section 2.03 and substantially in the form of Exhibit C or such other form
as shall be approved by the Lender.
“Business Day” m eans any day that is not a Saturday, Sunday or other day on
which com m ercial banks in New York, New Y o rk, Reno, Nevada or Phoenix, Arizona are
authorized or required by law to re m ain closed.
“Certi f i c ate of Titl e” m eans a certificate of title of a Vehicle i ssued in paper fo r m
by the relevant govern m ental depart m ent or agency in the jurisdiction in which the Vehicle is
registered, or a record m aintained by such gover n m ental depart m ent or agency in the form of infor m ation stored in electro n i c m e dia; p rovid e d, that to t h e exte n t th a t a c e rti f icate of title in
paper form or such record stored on electron i c m edia has not been issued or is not being
m aintained, the application (or copy thereof) for the foregoing.
“Change in Contro l” m eans (a) any “person” or “group” (within the m eaning of
Section 1 3(d) and 14(d) of the Ex c hange Act), other than P er m itted Holders, that b eco m es the
beneficial owner (as defined in Rules 13d-3 a n d 13d-5 under the Exchange Act), directly or
indirectly, of 50%, or more, of the C apital Stock of any of the Borrowers having the right to vote
for the election of m e mbers of the Board of D i rec to rs or (b) m ajority of the m e mbers of the
Board of Directors do not constitute Continuing Directors.
“Change in La w” m eans (a) the ad o ption of any l a w, rule or regulation after the
date of this Agree m ent, (b) any change in any law, rule o r r egulation or in the inte r pret a tion o r
application thereof by any Govern m ental Authority a f ter the d a te o f this Agr e e m ent or (c)
co m pliance by the Le n der (or, for purposes o f Section 5.09(b), by any lending office of the
Lender or by the Lender’s holding co m pany) with any request, guideline or directive (whether o r
not having the force of law) of any Govern m en t al Authority m ade or is s ued a f ter the date of this
Agree m ent.
“Closing D a te” m eans March 12, 2007.
“Code” m e a ns the Internal Revenue Code of 1986, as a m ended from time to ti m e.
2

“Collater a l” has the m eaning set f o rt h in the Se c urity Agr ee m ent.
“Com m i t ment” m eans, the com m i t ment, of the L ender to m ake Loans hereunder
up to the F a cility Commit m ent A m ount.
“Com m only Controlled Entit y” m eans an entity, whether or not i n corporated,
which is under common control with a Loan Pa r t y within the m eaning of Section 4001 of ERISA
or is a part of a group which includes a Loan Party and which is treated as a single e m ployer
under Section 414(b) or (c) of the Code or, for the purposes of the Code, Section 414(m) or (o)
of the Code.
“Concentration Accoun t” m eans the accou n t e s tablis h ed with the Conc e ntr a tion
Account Bank in the na m e of UHI bearing acco u nt No. 42-4903.
“Concentration Account Bank” m e ans JPMorgan Chase Bank, N.A., and its
success o rs, or another depositary instituti o n m utually acceptable to the Lender and the
Servic e r/Ma nager.
“Continuing Directors”m eans the directors of AME R CO on the Original Closing
Date and each other d i rector of A M ERCO, if such oth e r d i r e ctor’s no m ination f or
el e ction to the Board of Direct o rs o f AMERCO is recom m ended by a m ajority of the
then Continuing Direct o rs.
“Control” means the possession, directly or ind i rectly, of the power to direct or
cause the direction of the m anage m ent or poli c ies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlle d” have m eanings
correlative thereto.
“Custodian” m eans the Servic e r/Ma nager in its capacity as custodian p ursuant to
Section 4.02.
“Dealership Contract” m eans a U-Haul dealership contract between a subsidi a ry
of UHI, on one hand, and a na m ed U-Haul dealer, on the other.
“Default” means any e v ent or condition which constit u tes an Event of Default or
which upon notice, lapse of ti m e or both would, un l ess cured or waived, beco m e a n Event of
De f ault.
“Deposit D a te” m eans, with respect to each Pay m ent Date, the 11th calendar day
of the preceding m onth, or if such day is not a Business Day, the next Business Day im m ediately
following such calendar day.
“Dollar s” or “$” m eans the lawful money of the United States of A m erica.
“Effective Dat e” m eans the date on which the conditions specified in Section 7.01
are satisfied (or waived in accorda n ce with Section 12.02).
3

“Eligi b le Vehicle Coll a ter al” m eans, as of any date, a Vehicle p l edged to the
Lender un d er t h e Sec u rity Agreement as to w hich the conditions set forth on A nnex I a r e
satisfied as of such date.
“ERISA” means the Em ployee Retire m ent I n co m e Secu r ity Act of 1974, as
a m ended f rom ti m e to ti m e.
“ERISA Affiliat e” m eans any trade o r business (whether or n ot incorp o rated) t h at,
together with any Borrower, is treated as a s i ngle e m ployer under Sect i on 414(b) or (c) of the
Code or, solely for purposes of Section 302 of E R ISA and Section 412 of the Code, is treated as
a single e m ployer under S ection 414 of the Code.
“ERISA Event” m eans (a) any “reportable event”, as defined in Section 4043 of
ERISA or the regulations issued t h ereunder with respect to a Plan (other than an event for which
the 30-day notice period is waived); (b) the e x i s tence with re s pect to a n y Plan of an
“accu m ulated funding deficiency” (as defined in Section 4 12 of the Code or Section 302 of
ERISA), whether or n ot waive d; (c) the fi li n g pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of t h e m i ni m u m funding standard with respect to any Plan; (d) the inc u rrence by any Loan Party or any of its ERISA Affiliates of a n y lia b ility un d er Title IV o f ERISA with r e spect to the ter m in a tion of any Plan; (e) the rec e ipt by
any Loan Party or a ny ERISA Af f ili a te f rom the PBGC or a plan a d m i nistrator of any noti c e relating to an intention to ter m inate any Plan or Plans or to appoint a trustee to ad m i nister any Plan; (f) the incu r rence by any Lo a n Party o r a ny of its E R ISA Af f iliates of any liability with respe c t to t h e withdraw a l or pa r ti a l withdrawal from any P l an or Multiemployer Plan; or (g) the
rec e ipt by any Loan Party o r a n y ERISA Af f iliate of any notic e, or the r e ceipt by a n y
Multie m ployer Plan of any Loan Party or any ERISA Aff i liate of any notice, concerning the
i m position of W ithdrawal Liability or a deter m ination that a Multie m ployer Plan is, or is
expected to be, insol v ent or in re o rganization, within the m eaning of Title IV of ERISA.
“Event of Default” has the m eaning assigned to such term in Section 10.01.
“Facilit y” m eans the com m itted loan f acility of f ered by the Lender to the
Borrowers p ursuant to t h is Agree m ent.
“Facility Commi t ment Amoun t” m e a ns $100,000,000.
“Fee Lette r” m eans the letter agree m ent, dated as of the Closing Date, by t h e
Lender and the Borrowers.
“Financial Officer” m e ans, with respect to any Person, the chief executive officer,
the chief financial officer, princ i pal accounting officer, treasurer, assistant treasurer or controller
of such Person.
“GAAP” m e ans, subject to Section 1.03, generally accepted accounting pr inci p l es
in the United States of A m erica.
“Govern m ental Authorit y” m eans the govern m ent of t he United States of A m erica, any other nation or any political subdi v ision thereof, whether state or local, and any
4

agency, authority, instru m entality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or ad m i nistrative powers or functions of
or pertaining to govern m ent.
“Guarante e” of or by any Person (the “guaranto r”) m eans any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the econo m i c effect of
guaranteeing any Indebtedness or other obligati o n of any other Person (the “pri m ary bligo r”)
i n any m anner, whether directly or indirectly, and including any obligation of the guarantor,
direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or pay m ent of)
such Indebtedness or other obligation or to p u rchase (or to advance or supply f unds for the
urchase of) any sec u rity for the pay m ent thereof, (b) to p u rchase or le a se property, securities or
services for the purpose of ass u ring the owner of such Indebtedness or other obligation of t h e
pay m ent thereo f, (c) to m aintain working c apital, equity capital or any other financial state m ent
condition or liquidity of the pri m ary obligor so as to enable the pri m ary obligor to pay such
Indebtedness or other obligation or (d) as an account par t y in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorse m ents for coll e ction or deposit in the ordinary course of
business.
“Guarantee Agree m ent” m eans the Guarantee m ade by UHI in favor of the
Lender, in the fo r m of Exhibit B.
“Indebtedness” m eans, with respect to any Person, without dup l ication, (i) all
obligations of such Person for borrowed m oney, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or s i m ilar instru m ents, (i ii) all indebtedness of others secured by (or for
which the holder of such Indebtedness has an e x isting right, contingent or otherwise, to be
secured by) any Lien on property owned or a c quired by such Person, whether or not the
obligations secured thereby have been assu m ed (only to the extent of the fair m arket value of
such asset if such Indebtedness has not been ass u m ed by such Pers o n), (i v) all Guarantees of
such Perso n, (v) a ll c apitalized lease oblig a tions of such Person and (vi) all o b lig a ti o ns of such
Person as an account party in res p ect of letters of cre d it a nd si m ilar instr u m ents issued for t h e
account of such Person.
“Inde m nite e” has the m eaning set forth in Section 12.03(b).
“Intere s t Perio d” m eans with respect to any Loan and Pay m ent Date, in the case
of (i) the f i r st Pay m ent Date f or such Loan, the period from and including the related Loan Date
to but excluding such first Pay m ent Date and (i i) any other Pay m ent Date, the period from and
including each Pay m e nt Date to but e x cluding the next ensuing P ay m ent Date; provided,
however, t h at the initi a l Intere s t P eriod sh a ll be the p e riod f rom and inclu d ing the Ori g i n al
Closing Date to but excluding the first Pay m ent Date.
“Intere s t Rat e” m eans, with respect to any Loan and Interest Period, subject to
Section 5.0 7, a percentage (in each case co m puted on the basis of the actual number of da y s
elapsed, but assu m i ng a 360-day year) equal to:
5

(i) provided that no Event of D e fault has occurred and is continuing,
the sum of (A) the Adj u sted LIBO Rate f or such Interest P e riod and (B) the Margi n; a nd
(ii) upon the occurrence and during t h e continuation of an E vent of
De f ault, the sum of (A) the Adjusted LIBO Rate f or such Interest P e riod, (B) the Ma r gin
and (C) an a dditio n al 2.0 0% per ann u m.
“Lender” m eans MLCFC, together with its successor and any assigns.
“LIBOR” m eans, with respect to each I n ter e st Period, t h e rate of i n terest per
annum (rounded upwards, if necessary, to t h e nearest 1/1 00 th of 1%) for Dollar deposits in
London with a duration of one m on t h, at or about 8:00 a.m. on the related LIBOR Deter m ination
Date as such rate is s p ecified on Bloo m berg Money Markets Page 28, or, if such page ceases to
display such infor m ation, then such other page as m ay replace it on that service for the purpose
of display of such infor m ation, or, if such ser v ice ceases to display such infor m ation, then on
Telerate Page 3750. If s uch rate cannot be deter m ined, then LIBOR means, with respect to such
Rate Pe r i od, the arith m etic m ean of the r ates of interest (rounded upwards, if necessary, to the
nearest 1/100th of 1%) offered to two pri m e banks in the London interbank m arket (selected by
the Lender) of Dollar deposits with a duration of one m onth at or about 8:00 a.m. on the related
LIBOR Deter m ination Date.
“LIBOR Business Day” m eans a Business Day on which t rading in Dollars is
conducted by and between banks in the London interbank m arket.
“LIBOR Deter m ination Dat e” m eans, with respect to any Interest Period, the
second LIBOR Business Day prior to the first day of such Interest Period.
“Lien” m eans, with re s pect to any asset, (a) any m ortgage, deed of trust, lien,
pledge, hypothecation, encu m brance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor u nder any con d itio n al s ale agree m e nt, capital lease or title
retention agree m ent (or any financing lease having substantially the sa m e econo m ic effect as any
of the foregoing) relating to such asset and (c) in the case of s ecurities, any purchase option, call
or si m ilar right of a third party with respect to s u ch securitie s.
“Loan Dat e” m eans any date on w hich a Loan is m ade to the Borrowers by the
Lender pur s uant to this Agree m ent.
“Loan Docu m ents” m eans this Ag re e m ent, the Note, the G uarantee Agree m ent,
the Fee Letter and t h e Security Docu m ents.
“Loan Parties” m eans the Guarantor, the Servicer/Manager a n d the Borr o wers.
“Loans” m e ans an advance m ade to the Borrowers by the Lender purs u ant to this
Agreement.
“Margi n” has the m eaning specified in the Fee Letter.
“Margin S tock” has the m eaning set forth in Regulation U of the Board.
6

“Market Valu e” m eans, on any date of determination, for any Eligible Vehicle
Collateral or the pool of Eligible Vehicle C o llateral, the value specified in Exhibit G for t he
applicable vehicle m o del, as a m ended from ti m e to time in writi n g in the L ender’s sole
discretion.
“Material Adverse Chang e” m eans a m aterial adverse change in the business,
operations or condition, financial or otherwise, taken as a whole, of the Borrowers or AMERCO.
“Material Adverse Effec t” m eans a m aterial a d verse effect on (a) the busines s,
condition (financial or otherwise), operations or perfor m ance of the Borrowers, (b) the ability of
any Borrower or any other Loan Party to perform any of its obligations under any Loan
Docu m ent, (c) the leg a lity, v a li d ity, binding e ff ect o r en f o r ceability of this Ag r eement or any
other Loan Docu m ent or (d) the Collat e ral o r t h e f i rst p r io ri ty per f ected security i n terest of the
Lender in t h e Collater a l.
“MLCFC” m eans Me r rill Lynch Commerci a l Finance Corp., a Delaware corporation.
“Monthly Settle m ent Report” m eans a rep o rt su b stantial l y in the form set forth on Exhibit E.
“Multie m ployer Pla n” m eans a m ultie m ployer plan as de f i ned in Section 4001(a)(3) of ERISA.
“Net Proceeds” m eans, with respect to any casualty or conde m nation event,
(a) t h e cash proceeds received in respect of such event including (i) in the case of a casualty,
insurance proceeds, and (ii) in the case of a c onde m nation or si m ilar eve n t, conde m n a tion awards and si m ilar pay m ents, net of (b) the sum of all reasonable fees and out-of-pocket expenses paid
by the Borr o wers to t h ird parties (o t h er than A ff i liat e s) in co n nection with such event.
“Non-Use Fee” has the m eaning set forth in Section 5.01(b).
“Note” m eans the Not e, dated the Clos i ng Date, executed by the Borrowers,
payable to the order of the Lender, in the m ax i m u m principal a m ount of the Facility
Com m i t m ent A m ount, in substantially the form of Exhibit F.
“Obligations” m eans all obligations secured under the Loan D ocu m ents.
“Original Closing Dat e” m eans June 28, 2005.
“Outstan d i ng Loans” means, as of any date, the unpaid principal a m ount of all
Loans outstanding hereunder on such date, after giv i ng e ff ect to all repa y m ents of Loans and the
m aking of new Loans on such date.
“Participa nt” has the m eaning set forth in Section 12.04(e).
7

“Pay m ent Date” m eans the 10th calendar day of each m onth, or if such day is not
a Business Day, the next Busin e ss Day immediately following such calendar day, com m encing
with the first such date to occur in July 2005.
“PBGC” m e ans t h e Pen s ion Benefit Guaranty C orporation referred to and defined
in ERISA and any succe s sor entity perfor m i ng si m ilar functions.
“Per m itted Encu m brances” m eans:
(a) Liens i m posed by law for taxes, assess m ents, govern m ental charges or
si m ilar clai m s that are not yet due or are being contested in co m pliance with Section 8.05;
(b) statutory or common law Liens of landlords and carriers, warehousemen,
m echanics, suppliers, material m en, repair m en and other si m ilar Liens, arising in the ordinary
course of business and securing obligations that are not yet delinquent or are being contested in
co m pliance with Section 8.05;
(c) Liens incurred or deposits m ade in the ordinary course of business in
connection with workers’ co m pen s ation, unemp l oy m ent insurance and other types of social
security;
(d) Liens incurred or deposits m ade to secure the perfor m an c e of tenders,
bids, leases, statutory or regu l atory obligations, surety and appeal bonds, govern m ent contracts,
perfor m ance and return-of-m oney bonds and other obligations of a like nature, in each case in
the ordinary course of business, and a bank’s unexerci s ed ri g ht of set-o f f with resp e ct to deposits
m ade in the ordinary course;
(e) judg m ent liens in respect of judg m e nts that do not constitute an Event of
Default under clause (j) of Section 10.01;
(f) interests of lessees un d er lea s es or s u bleases gra n ted by the B orrowers as
lessor th a t d o not m aterially interfere with the or dinary co u r s e of business of the Borrowers;
(g) interests of licensees under licenses or sub l icenses granted by the
Borrowers a s licen s or t h at do not m a te r i ally inte rf ere with the ordinary course of business of the
Borrower;
(h) any int e re s t or title of a less o r in any property subject to any capital or
operating lease otherwise not entered into in violation of the Loan Docu m ents or in any property
not constituting Collateral; and
(i) any int e rest or title of a lice n sor in any property subject to any license
otherwise n ot ent e red i n to in violation of the Loan Docu m ents.
“Per m itted Holder” m e ans Edward J. Shoen, Mark V. Shoen, Ja m es P. Shoen and
their Fa m ily Me m bers, and their Fa m ily Trusts. As used in this definition, “Fa m ily Me m ber”
m eans, with respect to any individual, the spouse and lineal d e scendants (including
children and grandchildren by adoption) of such individual, the spouses of each such lineal
descendants, and
8

the lineal descendants of such P e rsons; and “F a m ily T r usts” m eans, with re s pect to any individual, any trusts, li m ited par t nerships or other entities estab l ished for the pri m ary benefit of,
the executor or ad m i nistrator of the estate of, or other legal representative of, such individual.
“Person” m eans any natural person, corporati o n, li m ited liability co m pany, trust,
joint venture, association, co m pany, partner s hip, Govern m en t al Authority or other entity.
“Plan” m eans at a particular ti m e, any e m ployee benefit plan which is covered by
Title IV of ERISA and in respe c t of which a L o an Party or a Commonly Controlled Entity is (o r,
if such plan were ter m inated at such ti m e, would under Section 4069 of ERISA be dee m ed to be)
an “e m ployer” as defined in Section 3(5) of ERISA.
“Pri m e Rate” m eans the rate of int er est p e r ann u m published f rom ti m e to ti m e in
the “Mo n ey Rates” col u mn (or any success o r c o lu m n) of The Wall Street Journal as the pri m e rate o r, if such rate s h all cease to be so publish e d or is not availa b l e for any reason, the rate of interest publicly announced from ti m e to t i m e by any “m oney center” bank based in New York City sel e ct e d by the Ad m i nistrati v e Agent f or the purpose of quoting such rate, provided such
commercial bank has a co m bined capital and surplus and undivided profits of not less than
$500,000,000. Each change in the Pri m e Rate shall be effective f r om and including the date
such change is published.
“Records L o cation L ist” has the m eaning set forth in Section 4.02(c).
“Require m ent of La w” m eans, as to any Person, any law, statute, rule, treaty,
regulation o r deter m ination of an arbitrator, c o u rt o r ot h er G overn m ental Authority, in each case
applicable to or binding upon such Person or any of its properties or to which such Person or any
of its properties m ay be bound or affected.
“Security Agree m ent” m eans the Security Agree m ent, dated as of June 28, 2005,
by and between the Borrowers and the Lender, as a m ended by the A m ended and Restated
Security Agree m ent, dated as of March 12, 2007.
“Security Docu m ents” m eans the Security Agree m en t, and each financi n g
state m ent, Certificate of Title, p l edge, endorse m e nt or other d ocu m ent or i nstru m ent delivered in
connection therewith.
“Servicer/Manager” shall m ean UHI.
“Stat u tory Reserve Rat e” m eans a fraction (expre s sed as a deci m al), t h e
nu m erator of which is the nu m ber one and the deno m i nator of which is the nu m ber one m i nus
the aggregate of the m a xi m u m reserve perce n t a ges (including any m arginal, special, e m ergency
or supple m e ntal reserves) expr e ssed as a deci m al established by the Board to which the Lender
(if subje c t to regul a tion by the Board) is su b j e ct with r e s p ect to t h e Adjusted LI B O Rate, f or
eurocurrency funding (currently referred to as “Eurocu r rency Liabilities” in Regulation D of the
Board). Such reserve p erce n tages s hall i n clude those i m posed pursuant to such Regulation D.
Loans shall be dee m ed to constitute eurocurr e ncy funding and to be subject to such reserve
require m ents without benefit of or credit for p r oration, exe m ptions or offsets that m ay be
available from t i m e to ti m e to the Lender under such Regulation D or any co m parable regulation.
9

The Statutory Reserve Rate shall be adjusted auto m a tically o n and as of t he effective date of any
change in any reserve percentage.
“Subsidi a r y” m eans, as to any Person, a corpora t ion, partnership or other entity of
which shares of stock or other ownership int e rests having ordinary vo t ing power (other than
stock or such other ownership interests having such power only by reason of the happening of a
contingency) to elect a m ajority of the board of directors or other m anagers of such corporation,
partnership or other entity are at the ti m e owned, or the m anag e m ent of which is otherwise
controlled, directly or indire c tly through one or more interme d iaries, or both, by such Person.
“Targeted Principal” m eans, with re s pect to any Deposit Date, an a m ount equal to
the di ff ere n ce, if any, b etween the Outstanding Loans on such Deposit Date and the Borrowing Base as of the r e lated P ay m ent Date; provided, however, that upon the occurre n ce of an Event of
De f ault, the Targeted P rincipal shall equal t h e principal balance of the Outstanding Loans.
“Taxes” m eans with re s pect to any Person any and all present or future taxes,
levies, i m posts, duties, deductions, charges or withholdings i m posed by any Govern m ental
Authority excluding, such taxes (including inco m e or franchise taxes) as are i m posed on or
m easured by such Person’s net income.
“Ter m inati o n Dat e” m eans the Payment Date in March 2011.
“Transacti o ns” m eans the executi o n, delivery and perfor m ance by each Loan
Party of the Loan Docu m ents to which it is to b e a party, the borrowing of Loans and the use of
the proceeds thereof.
“Truck Age” m eans, for any Vehicle on any date of deter m ination, (i) if such
deter m ination is m ade at any ti m e during the per i od from January through June, inclusive, of any
year then t h e difference between the current y ear and the m odel year of such Vehicle and (ii) i f
such determination is made at any ti m e during t h e period fr o m July thro u gh Dece m ber, incl u sive,
of any year then the d i fference b etween the curre n t year and the m odel year of such V ehicle plus
0,5.
“UCC” m eans the Uniform Commercial Code as in effect in the State of New
York as of the date hereof.
“Unused Fee Rate” has the m eaning specified in the Fee Letter.
“UH I” m eans U-Haul International, Inc., a Nevada corporation.
“Vehicl e” means a m otor vehi c l e o w ned by one of the Borr o wers and c o nstit u ting
part of the B orrowers’ fleet of rental assets.
“Vehicle Files”m eans, with res p ect to each Ve h i cle, (i) t h e origi n al Ce rt i f icate
ofTitle (o r an origi n al o r c erti f ied co p y of the ap p lic a tion f or a Certi f icate of Title) a n d all r e l a ted
docu m ents retai n ed on file by t h e Servicer/M ana g er, in accordance with its usu a l and custo m ary
business practices, evidencing the ownership of the Vehicle and, from and after the date required
pursuant to clause (vi) of Annex I hereto, the Lien of the Lend e r; and (ii) any and all other
10

docu m ents that e ith e r of the Service r/Mana ge r or the B orrowers s h all r et a in o n f ile, in
accorda n ce with its us u al and cust o m ary practices, relating to the Vehicle; provided, that to the
extent consistent with its usual and custo m ary practices, any of the foregoing ite m s m ay, in lieu
of a written docu m ent, be evidenced by a record or records c onsisting of in f or m ation stored as a
record on an electronic m edium which is reproducible in perceivable form.
“Vehicle Schedule” means the schedule of Vehicles pledged to the Lender
pursuant to the Security Agree m ent, as the sa m e m ay be updated from ti m e to time by each
Borrowing Base Certificate provided by the Borrowers to the Lender.
“Withdrawal Liability” m eans liability to a M u ltie m ployer Plan as a r e sult of a
co m plete or partial with d rawal f r om such Multiemployer Plan, as s u ch ter m s are defined in Part I
of Subtitle E of Title IV of ERISA.
Section 1.02. Ter m s Generall y. The definitions of ter m s herein shall apply
equally to t h e sing u lar a nd plural for m s of the ter m s defined. W henever the context m ay require,
any pronoun shall include the cor r esponding m asculine, feminine and neuter for m s. The words
“include”, “includes” and “in c ludin g” shall b e d ee m ed to be f ollowed b y the phra s e “witho u t
li m itation.” The word “will” sh a ll b e constr u ed to have the s a m e meaning and e ff ect as the wo r d
“shall.” Unless the context requires otherwise (a) any definition of or reference to any
agree m ent, instru m ent or other docu m ent her e in sh a ll b e construed as re f e r ri n g to such
agree m ent, instru m ent or other docu m ent as from ti m e t o ti m e a m e nded, supple m ented or
otherwise modified (subject to any restrictions on such a m end m ents, supple m ents or
modificatio n s set forth herei n), (b) any refer e nce herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of s i m ilar import, shall be construed to re f er to t h is Agree m ent in its e n tirety and not
to any particular provision hereo f, (d) a l l references h e rein to Articles, Sections, E xhibits and
Schedules shall be construed to re f er to Articles and Sections of, and Annexes, Exhibits and
Schedules to, this Agree m ent and (e) the words “asset” and “property” shall be construed to have
the sa m e meaning and effect and to refer to any and all tangible and intan g ible assets and
properties, including cash, securities, accounts, contract rights, licenses and intellectual property.
Section 1.03. Accounting Ter m s; GAA P. Except as otherwise e x pressly
provided herein, all ter m s of an a c counting or financial n ature shall be c onstrued in accordance
with GAAP, as in effect fr o m t i m e to ti m e; p r ovided that for purposes of deter m ining co m pliance
with any covenant set forth in Article VIII or Arti c le IX, such ter m s shall be c o nstrued in
accordance with GAAP as in effect on the date of this Agree m ent applied on a basis consistent
with the a p plic a tion us ed in p r ep a ring Borro w ers' audited f i nanci a l state m ents re f erred to in
Section 8.0 1. If any change in acc o unting principles from those used in the preparation of the
audited financial state m ents referred to in Secti o n 8.01 hereafter occasi o ned by the pro m ulgation
of any rule, regulation, pronou n cement or opinion by or requir e d by the Financial Accounting
Standards Board (or successors thereto or agencies with si m ilar functions) would result in a
change in the m ethod of calculation of financial covenants, stand a rds or ter m s found in Article I,
Arti c le V I II or A r ti c le IX, the p a rties he r eto a g ree to e n ter into n egoti a tions in o r d er to a m end
such provisions so as to equitably re f l ect such c h anges with the desired r esult t h at t h e crite r ia f or
evalu a ting AMERCO’s f i nanci a l c o ndition will be t h e sa m e a f ter such c hange as if s uch change
had not been m ade; provide d, however, the parties hereto agree to construe all ter m s of an
11

accounting or financial nature in accordance with GAAP as in effect prior to any such change in
accounting principles until the parties hereto have ended the a pplicable provisions of this Agree m ent.
ARTICLE I I
The Loans
Section 2.01. C o m m i t me nts. Subject to the ter m s and conditions set forth
herein, the Lender agrees to m ake Loans to t h e Borrowers at any ti m e and f rom ti m e to ti m e during the term of this Agree m ent in an aggre g ate principal a m ount not exceeding the Facility
Com m i t m ent A m ount. No Loan shall be m ade (i) on a day other than a Business Day, (ii) in an
a m ount wh i ch would cause the Outstanding Loans to exceed the aggregate a m ount of the Facility
Com m i t m ent A m ount as of the proposed Loan Dat e, (iii) in an a m ount that would result in a Borrowing Base Deficiency or (iv) if the conditions prece d ent set forth in Section 7.02 have not
been satisfied or waive d. All Loa n s m ay be borrowed, repaid and reborrowed in accor d ance
with the t er m s of this Agree m ent. All Loans s h all be f ull r ecourse to the Borrowe r s, jointly a n d
severally.
Section 2.02. The Note.
(a) The Borro w ers hereby, jointly and s e verally, unconditionally pro m ise to
repay all Obligations outstanding hereunder when du e. The obligation of the Borrowers to repay
the Loans shall be evidenced by the Note. The Lender shall (i) record on its books the date and
a m ount of each Loan to the Borr o wers hereu n der and (ii) prior to any transfer of the Note,
endorse such infor m ation on the schedule attached to the Note or any continuation thereof. The
failure of the Lender to m ake any such recor d ation shall not affect the obligations of the
Borrowers hereunder or under the N ote.
(b) The outstanding principal a m ount of the Loans shall be payable as set
f orth in Article V. The Borrowers shall pay interest on the outstanding principal a m ount of each
Loan from the date each such Loan is m ade until the principal a m ount thereof is paid in full at
the r ates a n d pursuant to the ter m s set f orth in Arti c le V. The Borrowers shall pay the various
fees and expenses set forth in, and pursuant to the ter m s of, A r ticle V.
Section 2.03. Making the Loans.
(a) To reque s t a Loan, the Borrowers s hall d eli v er to the Lend e r a co m plet e d
Borrowing Request, together with a Borrowing Base Certificate calculat i ng the Borrowing Base
as of the p r ior Business Day not later than 3:00 p.m., N e w York City ti m e, two (2) Business
Days before the date of the proposed Loan; provided that the Borrowers m ay make not m ore than five (5) requests for Loans in any single calendar m onth (it being understood that all Borrowing Requests m a de by the Borrowers on the sa m e date shall be treated as a single request for a Lo a n
f or purposes of this li m itatio n). Each such Borr o wing Request shall be irrevocable and shall be delivered by telecopy to the Lender of a writt e n Borrowing Request in a fo r m approved by the
Lender and signed by the Borrowers.
12

(b) Each requested Loan shall be in an aggregate principal a m ount that is an
inte g ral m ultiple of $1,000,000 and not less than $10,000,000.
(c) The Lender shall m ake each Loan to be m ade by it hereunder on the
proposed date thereof by wire transfer of im m e diately available funds by 3:00 p.m., New York
City ti m e, to an a cco u nt of t h e B orrowers d e signated by the Borr o wers in the applica b le
Borrowing Request.
Section 2.04. Repay m ent of Loans; Evidence of Debt.
(a) The Borro w ers, jointly and severally, hereby unconditionally pro m ise to
pay to the L ender t h e t h en unpaid principal a mo unt of each Loan as pr o vided in Section 5.07.
(b) The Lender shall m aintain in accor d ance with its usual p ractice an acco u nt
or accounts evidencing the indebtedness of the Borrowers to t h e Le n der r e sulti n g from each
Loan, including the amounts of pri n cipal and interest payable and paid to the Lender from time
to ti m e hereunder.
(c) The Lender shall m aintain accounts in which it shall record (i) the a m ount
of each Loan m ade hereunder and the I n terest P e riod applicable thereto, (ii) the amount of a n y
principal or interest due and payable or to beco m e due and payable from the Borrowers
hereunder and (iii) the amount of any sum received by the Lender hereu n der.
(d) The entries m ade in the accounts m a int a ined pursuant to paragraph (b) or
(c) of t h is S ection shall be prima facie evidence of the existence and a m ounts of the obligations recor d ed t h erei n; provided th a t t h e f ail u re of t h e Lender to m aintain s u ch accou n ts or any err o r
therein shall not in any m anner affect the o b l i gation of the Borrowers to repay t h e Loans in
accorda n ce with the ter m s of this Agree m ent.
ARTICLE I II
SECURITY
Section 3.01. Security I n terest. Pursuant to and under the S ecurity Agree m ent,
the Borrow e rs, shall (as and to the e xtent pro v i d ed in the a p plica b le Se c urity Doc u m ent) pledge and grant to the Lender, and its successors, ind o rsees, tra n sferees and as s i gns, as sec u rity for the
pro m pt and co m plete pay m ent and perfor m ance w h en due (whether at the stated m aturity, by acceleration or o t herwi s e) of all or a portion of the Obligations (as specified in the applica b le Security Docu m ent), a security interest in and a s sign m ent of all of the Borrower s’ ri g ht, title and
interest in, to and under (but none of its obligations under) the Collat e ral described in the
applicable Security Docu m ent, whether (with respect to any “Receivables” o r “Procee ds”
co m prising Collateral (each as defined in the S ecurity Agree m ent) now existing or hereafter
ari s ing by the Borrowers and wherever locate d, all proceeds thereof and any other collateral
described therein. The foregoing assign m ent does not constitute and is n o t intended to result in a creation or an assu m ption by the Lender of any obligation of the Borrowers or any other Person
in connection with any or all of the Collateral or under any agree m ent or instrument relating
thereto. A nything herein to t h e contr a ry n o twithstandi n g, (i) the Servic e r/Ma nager sh a ll perform its services, duties and obli g ations with r espect to the Collat e ral to the exte n t set f orth in
13

Arti c le IV to the s a m e extent as if t h is Agree m e n t had n o t been exec u t ed, (ii) t h e exercise by the
Lender, of any of its rights i n, to or under the Collat e ral shall not r e lease the Servicer/Manager
f rom any of its d u ti e s or oblig a tions rel a ting to the Coll a ter a l and (i ii) t h e Lender s h all n o t h av e
any obligations or liability under the Collateral by reason of this Agree m ent, or be obligated to
perform any of the obligat i ons or duties of the Servicer/Manager t h ereun d er or to take any action
to collect o r enforce any claim for pay m ent assi g ned hereun d er.
Section 3.02. Release of Coll a ter a l.
(a) Except as otherwise s e t f orth in the Se curity Agree m ent, the Liens created
by the Sec u rity Agree m ent in favor of the Len d e r, with r es p ect to the C oll a ter a l sh a ll ter m inate
(i) with respect to any Collateral released pursuant to Se c tion 3.02(c), upon receipt by the Lender
of the certificate required by such Section, and (ii) with respect to a l l of the Collateral upon
(A) pay m ent in full of t h e Loans and all other O bligations due hereunder and (B) ter m ination
of the Facility.
(b) Upon the release of Coll a teral as set forth in Section 3.02(a), upon the
request of, and at the e x pense of the Borrowers, the Lender shall exec u te and file such r e leas e s o r
assign m ents of financing state m ents or, UCC ter m ination state m ents and other docu m ents and
instru m ents as m ay be reasonably requested by the Borrowers to effectuate release of the
Collat e ral. The Lender will not ha v e legal title to any part o f the relea se d Collat e ral on and will
have no further interest in or rights with r espe c t to such Coll a ter a l.
(c) If no Default or Event of D e fa u lt has occurred and is continuing, the
Borrowers m ay without the consent of the L ender, obtain a release of any Vehicle that is
Collat e ral f rom the lien of the Se c urity Ag r e e m ent, including in co n nection with the s a les or
disposition of such Vehicles; provided that in c onnection w ith any such rele a se, the Borrowers
provide to the Lender (i) written prior written notice of s uch release, including an attached
Borrowing Base Certificate and attached Vehicle Schedule (pro forma as of the date of such
release) not less than three (3) Bus i ness Days be f ore the date of such release, and (ii) an officer’s
certificate st ating (A) no adver s e selection was u sed in selecting t h e Vehic l es to b e released, (B)
after giving effect to sale, no Borrowing Base Deficiency shall exist a n d detailing, if necessary, a
pay m ent of cash to the Lender on such date repre s enting a prepay m ent of principal in an a m ount
necessary to cause no Borrowing Base Deficiency to exist and (C) no Default or Event of Default
exists on the Facility.
ARTICLE I V
SERVICING AND MAINTENAN C E Section 4.01. Servic e r/Manager.
(a) UHI will act as Servicer/Manager hereunder to pr ovide ad m i nistration and
collection services, and to provide m anag e m ent and m aint e nance ser v ices with re s pect to t h e
Vehicles c o nstit u ting Coll a ter a l in accorda n ce with its s t a n dard polici e s and pr o c e dures. UHI
shall continue to serve as Servicer/Manager hereunder and agrees to perform the duties and
oblig a tions of the Ser v icer/M anag e r cont a i ned herein and in the oth e r Loan Docu m ents until
14

such ti m e as a Successor Servicer/Ma n ager has acce p ted an ap p oint m ent hereunder in
accorda n ce with the ter m s hereof. UHI hereby m akes to the Lender, each re p res e ntation and
warranty m ade by it in its capa c ity as Servicer/Manager in each Loan Docu m ent, and each s u ch
representation and warranty is hereby i n corporated herein by this reference.
(b) Not lat e r t h an the s eco n d Business Day be f ore the Pay m ent Date of ea c h
month, the Servic e r/Ma nager shall deliv e r to t h e Lender a Monthly Settle m ent Report (including
a Borrowing Base Certificate) relating to the preceding calendar m onth.
Section 4.02. Custody of Vehicle Files.
(a) The Lender hereby revocably appoints UHI as Custodian of the Vehicle
Files, and U H I hereby confir m s its acceptance of such appoint m ent, to act as the agent of the
Lender as C ustodian of the Vehicle Files. Upon any sale or disposition of a Vehicle, UHI shall
deliv e r the r elated Certi f icate of Title to the Person purchasing or otherwise acquiring the related
Vehicle.
(b) At the ti m es specified in the im m e diately foll o wing sente n ce, UHI shall
provide an o fficer’s certificate to the Lender c onfir m i ng (i) the nu m ber of Vehicle Files received
and shall c o n f irm that it has rec e iv e d the Certi f icate of Title pertaining to each Vehicle and (ii)
that UHI has received all the docu m ents and i n str um ents necessary for UHI to act as the agent of
the Lender for the purposes set forth in this Section 4.02, including the docu m ents referred to
herein. The officer’s certificate described in t h e foregoing sentence shall be provided within ten
(10) Business Days after the add i ti o n of any Vehicl e s to the Collate r al, f or any such Vehicle
added to the Collater a l af ter the O r i g inal Clo s ing Date. The Lender is her e by auth o rized to rely
on such officer’s certificate.
(c) UHI shall per f orm its duties as Custodian of the Vehicle Files in
accorda n ce with its us u al and cust o m ary practices. UHI, i n its capacity as Custodian, shall (i)
hold the Vehicle F iles f or the use and benefit of the Lender, and segre g ate such Vehicle F iles
from its other books, records and files and (ii) m aintain accurate and c o mplete acc o unts, rec o r d s
either original execution docu m ents or copies of such originally executed docu m e nts shall be
sufficient) and co m puter syste m s pertai n i ng to e a ch Vehicle File. As Custodian of the Vehicle
Files, UHI shall conduct, or cause to be conducted, per i odic audits, which shall be perfo r m ed not
less f reque n tly than UHI p e r f or m s such audits of vehicles si m ilarly sit u ated with UHI, of the
Vehicle Files held by it under this Agree m ent, a nd of the related accounts, records and co m puter
syste m s, in such a m anner as shall enable t h e Lender to identi f y all Vehicle Files and such
related acc o unts, recor d s and co m puter systems and to verify, if t h e Lender so elects, the
accuracy of UHI’s record-keeping. UHI shall pro m ptly rep o rt to t h e Lender any m aterial failure
on its part to hold the Vehicle Files and m aintain its acco u nts, records and co m pu t er sy s t e m s as
herein provided and promptly take appropriate action to re m edy any such failure.
(d) UHI shall maint a in, or cause to be maintained, in accordance with its us ua l
and custo m ary practices, a record of the location of t h e Vehicle Files relating to any V ehicle and
the related accounts, records, and computer syste m s maintained by UHI or any third party under
sub-contract with UHI (s uch record is her e inafter referred to as a “Records Location Lis t”).
UHI shall m aint a in, or cause to be m aintained, a se p arate Reco r ds Location List f or the Collate r al.
15

UHI m ay, with t h e con s ent of t h e L ender, which consent m ay be withheld for any reason in the
sole discretion of the Lender, sub co ntra c t with third p a rties to p e rform the duties of Custodian of
the Vehicle Files, in which case the na m e and address of the principal place of business of su c h
third party, and the location of the o ffices of such third party where Ve hi cle F iles are m aintained,
shall be sp e ci f ied on the applica b le Records Locat i on List. UHI shall make available, on five (5)
Business Days’ written notice, to t h e Lender, or its duly authorized re pr esent a tiv e s, att o rneys, o r
auditors, a copy of the Records Loc a tion List with respect to the Coll a teral. UHI shall, at its own
expense, m aint a in a t a l l ti m es while acting a s Custodian and keep in full force and effect (i)
f i delity in s urance, (ii) the f t of d ocu m ents ins u rance, (iii) f i re in s urance and (i v) f orge r y
insurance. All such i n surance shall be in a m ounts, with standard coverage and subject to
deducti b les, as are custo m ary f or si m ilar insu ra n ce ty p i c a lly m aintain e d by Pe r so n s th a t a ct as
custodian in si m ilar t r an s actio n s.
(e) UHI’s appoint m ent as Custodian shall hereby continue in full force
and e ff ect until UHI, as Service r/Mana g er, is ter m i n ated as custodian in w r iting by t h e Lender o r
until this A g ree m ent shall be t e r m inated.
(f) As Custodi a n, UHI shall: (i) m aint a in continuous custody of the Vehicle
Files in s e c ure and f i r e re s i s t ant f acilitie s; (ii) with r e s pect to t h e Vehicle Files, (A) a c t
exclusively as the Custodian for the benefit of the Lender for so long as this Agree m ent is
outstanding, and (B) hold all Vehicle Files for t h e exclusi v e use (not w it h standing clauses (iii)
and (iv) below) and for the benefit of the Lender; (iii) in the event th a t UHI is not the Custodian,
to the e x tent UHI directs the Custodian in writi n g, deliv e r c e rt a i n spe c i f ied Vehicle Files to UHI
to ena b le t h e Servicer/Manager to servi c e the Vehicle Fil e s purs u a n t to this Agre e m ent; (iv) in
the event that UHI is not the Custodian, upon one Business Day’s prior written notice, per m it the
Servicer/Manager and the Lender to exa m ine t h e Vehicle Files in the possession, or under the
control, of the Custodian; (v) ho l d the Vehicle Files h e ld by it in accordance with this Agree m ent
on behalf of the Lender, and m aintain s u ch accurate a n d co m plete accounts, records and
co m puter syste m s pertaining to each Vehicle File as s h all e n able the Servicer/Manager to
co m ply with this Agree m ent; (v i) in perfor m i ng its duties as Servicer/Manager hereunder, act
with rea s o n able c a re, u sing th a t degree of skill and attention that UHI exercises with respect to
the f il e s r e lating to a ll co m parable Vehicles t h at UHI owns or services or holds for itself or
others; (vii) (A) conduct, or ca u se to be conducted, periodic physi c al inspections of the Vehicle
Files held by it under t h is Agree m ent and of the related acc o unts, rec o r d s and co m puter syste m s,
(B) m aintain the Vehicle Fil e s in s uch a m anner as shall e nable the S e rvic e r/M an a ger and the
Lender, to verify t h e accuracy of UHI’s a nd the S ervicer/Ma n ager’s rec o rd kee p ing,
(C) pro m ptly report to the Lender, any m aterial failure on its part to hold the Vehicle Files and
m aintain its accounts, records and co m puter syste m s as herein provided and (D) pro m ptly take
appropriate action to re m edy any such failure; (viii) m aintain each Vehicle File at the address o f
UHI at 2727 N. Central Avenue, Phoenix, AZ 85004, or at such other location as shall be
specified by the Lender, by thirty (30) days’ prior written notice; (i x) p er m it the Lender, or its
respe c tive d uly auth o ri z ed rep r ese n tativ e s, atto r neys or au di tors to ins pe ct the Vehi c l e Files and
the related accounts, records and co m puter syste m s m aintained by UHI as such P ersons m ay
reasonably request; and (x) upon written request from the Lender, release as soon as practicable
the Vehi c l e Files, o r any or all doc u m ents in any Vehicle File, to the Lender, or any of its agents
or designee s, as the case m ay be, at such place o r places as L ender m ay designate.
16

Section 4.03. Maintenance. The Servicer/Mana g er s h all m aintain and preserve
each Vehicle co m prising Collateral in good working order and conditio n, ordinary w ear and tear
excepted, a n d co m ply at all ti m es with the us ua l and custo m ary m aintenance and repair practices
of UHI and its A ff iliates f or veh i cl e s of si m ilar t y pe and use.
ARTICLE V
FEES, INT E REST, AC C OUN T S, PAYMENTS, ETC.
Section 5.01. Fees and Expenses. T he Borrow e rs sh a ll pay to the Le n der, the
following fully-earned and non-refundable fees in i mmediately available funds as set forth herein
and in acc o rdance with the ter m s of this Agree m ent:
(a) On the date hereof, a one-ti m e a m end m ent fee as s p eci f i e d in the F e e Letter,
(b) On each Pay m ent Date, in arrears, a non-use fee in an a m ount equal to t h e
product of (i) a fraction, the nu m erator of which is the number of days in the related Interest
Period and the deno m inator of which is 360, (ii) t h e Unused Fee Rate and (iii) the average, for
each day in such peri o d, of the difference b e tween (A) amount of the Facility C o m m i t m ent
A m ount on such day and (B) the Lender’s Out s tanding Loans on such day (the “Non-Use Fe e”);
(c) On any date on which a prepay m ent of substantially all Outstanding Loans
is m ade pursuant to Section 5.05, a prepay m ent fee in an amount equal to the product of (i) the
Facility Commi t m ent Amount on such date, and (ii) (A) on or before March 12, 2008, 1.00%, or
(B) at any ti m e after March 12, 2008, and on or before March 12, 2009, 0.50%, or (C) at any
ti m e after March 12, 2009, 0.00%; and
(d) On the date hereof and thereafter pro m ptly upon recei p t of an invoice
therefor, all legal and due dil i gence expenses of the Lender i n curred in conne c tion with this
Facility.
Section 5.02. Interest on the Loans.
(a) Except as otherwise pr o vided her e i n, each Loan shall bear i n tere s t on the
outstanding principal a m ount thereof and on any due but unpaid interest, for each day from the
date of the m aking of such Loan until the principal a m ount there o f and all interest thereon shall
be paid in full. Intere s t o n each Loan shall accrue during each rel a ted Interest Period at a rate per
annum equ a l to the applicable Int e rest Rate for such Interest Per i od. The applicable Interest Rate
for each L o an not repaid as of any Pay m ent Date will be deter m ined by the Len d er and re s et as
of the first day of each succes s i ve Interest P e riod as deter m ined in accordance with Section
5.02(e), and subject to Section 5.07.
(b) Except as otherwise provided herein, all accrued and unpaid interest on
each Loan as of the end of each Interest Period s hall be payable in arrears on the related Pay m ent
Date during the term of this Agree m ent in accordance with Section 5.04(a). All accrued and
unpaid interest shall be due and payable upon the occurrence of an Event of Default.
17

(c) I f, by the te r m s of this Agree m ent or the Note, t h e Borrowers at any ti m e
is req u ired or obli g ated to pay i n t e rest at a r a te in ex c ess of the m aximum rate per m itted by appli c able law, the Int e rest Rate s h all be dee m ed to be i m m ediately reduced to such m ax i m u m
rate and the portion of all prior interest pay m e n ts in e x ce s s of such m axi m u m rate sh a ll b e applied and shall be dee m ed to have been pay m ents m ade in reduction of the principal a m ount
due hereunder and under the Note.
(d) All a m ounts of interest due hereunder shall be co m puted on the basis of
the act u al n u m ber of d a ys elapsed in a year of 360 days, and in each case shall be pa y able for the
actual nu m ber of days elapsed (including t h e first day but excluding the last day).
(e) The Adjusted LIBO Rate will be deter m ined by the Lender and communicated to the Borrowers on each LIBOR Deter m ination Date, and each such deter m ination shall be conclusive absent m anifest error.
Section 5.03. [Reserved.]
Section 5.04. Pay m ents to be Made.
(a) The Borrowers shall m a ke each pay m ent (including principal of or interest
on any Loan or any Non-Use Fees or oth e r amounts) hereunder and under any other Loan
Docu m ent not later than 3:00 p.m., New York City ti m e, on each Pa y m ent Date, in im m ediately available funds, without setoff, defense or counte r claim (i) in the case of interest, Non-Use Fees
or Targ e t ed Prin c i pal, on the Pa y m ent Date that r el a tes to the Int e r e st Pe r i od f or which su c h a m ount is owing, and (ii) in each o t h er case on t h e date on which such amount is due. Each such
pay m ent sh a ll be m ade t o the Lender at such p l ace as m ay be designated f rom ti m e to ti m e by the
Lender in w riting to the Borrowers. If any pay m ent hereunder or under the Loans beco m es due and payable on a day o t her than a Business Day, such a m ount shall be due and payable on the
next succeeding Business Day. If the date for any pay m ent or prepay m ent hereunder is extended
by operation of law or otherwise, interest with respect t h ereto shall be payable at the then-
applicable Interest Rate during such extension.
(b) Except as o t herwise e x pressly p r o vided herein, whenever any pay m ent
(including principal of or inter e st on any Loan or any Non-Use F ees or other a m ounts) hereunder
or under any other Loan Docu m ent shall beco m e du e, or otherwise would o c cur, on a day that is not a Business Day, such pay m ent may be m ade on the next succee d ing Business Day, and such exten s ion of ti m e shall in such case be included in the co m putation of interest or Non-Use Fees,
if applica b l e.
Section 5.05. Optional Prepay m ent s. The Borrowers m ay prepay the L oans on
any Business Day, in whole or in part, subject to the requirements of this Section without penalty
or pre m ium (except as provided in Section 5.01(c)), on five days’ p ri o r written n o tice to t h e
Lender, provided that (i) the principal a m ount prepaid is at lea s t $1,000,000 (unless otherwise
agreed to in writing by the Lender) and (ii) the Borrowers pay to the Lender, on the date of
prepay m ent, accrued u n paid intere s t on the a m o unt so prepaid. The Bo r rowers m ay notify the
Lender in w riting that it has elected to ter m inate the F a cility in connection with the prepay m ent
in full of the Loans and all other outstanding Obligations. Upon such prepay m ent in full,
18

together with pay m ent in full the fee described in Section 5.01(c), and the ter m ination of the
Facility, the Lender’s i n terest in the Collateral shall be released in acc o rdance with Section 3.02
and the Com m i t m ent of t he Lender hereunder shall ter m inate.
Section 5.06. [Reserved].
Section 5.07. Illegality; Substituted Interest Rate, etc. Notwithstand i n g any
other provision hereof, if (i) any Require m ent of Law or any change therein or in the
int e rpr e tati o n or appli ca tion th e reof shall m ake it unlaw f ul for the Len d er to m ake or m aintain
any Loans at t h e I n te re st Rate or (ii) the Len d er sh a l l ha v e det e r m ined (which de ter m ination
shall be conclusive and binding upon the Borrowers) that, by reason of circu m stances affecti n g
the LIBOR interbank market, a d eq u ate and reasonable m eans do not exist for ascertaining the
Inte r est Rat e, then (a) the obligation of the Lender to m ake or m aintain Loans at the I n tere s t Rate
shall be suspended and the Lender shall pro m p tly notify the Borrowers thereof (by telephone
confir m ed in writin g) and (b) each Loan then o utstan d ing, if any, shall, from and including the
commenc e m ent of the next Interest P eriod or at s u ch earlier date as m ay be required by law, until
pay m ent in full thereof, bear interest at the rate per annum equal to the greater of the Pri m e Rate
or the I n terest Rate in effect on the date im m ediately p rece d ing the date any event d escri b ed in
clause (i) or (ii) occ u rr e d. If subs e quent to such suspension of the obligation of the Lenders to
m ake or m aintain the L o ans at the I n tere s t Rate, the circu m stances de s cribed in clau s e (i) or (ii)
of the preceding sentence, as applicable, no longer exist, the Lender shall so notify the
Borrowers, and the obligation of the Lender to do so shall be r e instat e d e ff ective a s of the date
the circu m stances described in clause (i) or (ii), as applicable, no longer exist.
Section 5.08. Pay m ents of Princi p al a n d Inte r est; Mandatory Prepay m ent s.
(a) On each Pay m ent Date, the Borrowers shall pay to the Lender, an a m ount
equal to the sum of (i) the Targeted Principal, if any, required to be paid on such Pay m ent Date,
(ii) all interest due to be paid on such Pay m ent Date with respect to t h e related Interest Period,
calc u lated in accordance with Section 5.02, (iii) a ll fees a n d expenses due to be paid on such
Pay m ent Date with r es p ect to the re lated Int e r e st Period and (iv) all other Obligations due and
payable on or prior to such Pay m ent Date.
(b) If any Monthly Settle m ent Repo r t reports that a Borrowing Base
Deficiency exists as of such date, then the B o rrowers shall no later than the next B usiness Day
following delivery of such Monthly Settle m ent Report either (i) pay to the Lender an a m ount
equal to t h e di ff erence o f (x) the Outstanding Loans m i nus (y) the product of (A) the aggregate
Market Value of the Eligible Vehi c l e Coll a t e ral and (B) the Advance Rate on such date or (ii)
pledge ad d i tional E ligi b le Vehicle Coll a ter a l un d er the Security Agree m ent having an aggreg a t e
Market Val u e that shall cure such Borrowing Base De f i cien c y. If an it e m of Collat e ral inclu d ed
in the Borrowing Base and for which a Loan was a dvanced fails at any ti m e to be a c cepta b l e to
the Lender u nder the de fi nition of Eligible Vehi cl e Collat e ral, as deter m ined by the Lender in its
sole discretion, the Market Value of such Collate r al as of such date of deter m ination will be
dee m ed to be zero.
(c) Upon discovery by any of the Borrowers, the Servicer/Manager or the
Lender of a breach of any of the represe n tati o ns and warranties set f o rth in Section 6.14, the
19

party disco v ering such b reach sh a ll give pro m pt written n o tice to the B o rrowers and to the oth e r
parties. If such breach would, in and of itself, result in a Borrowing Base Deficiency, which
Borrowing Base Deficiency is not cured by the n e xt Business Day after the Borrowers discovers
or receives notice of such breach, the Borrowers shall, unless such b reach shall ha v e been cured
in all m aterial respect s, re m it to the Lender an a m ount equal to the a m ount of such Borrowing
Base Deficiency, in the m anner set forth in S e ction 5.08. The foregoing obligation shall apply to
all representations and warranties of the Borrowers contained in Section 6.14 wh et her or not
Borrower has knowledge of the breach at the ti m e of the breach or at the ti m e the representations
and warranties were m ade. The Lender shall not have any duty to conduct an affi r m ative
investigati o n as to the occur r ence of any breach of any represe n tati o ns and warranties of the
Borrowers set forth in Section 6.14 that would require the Borrowers to re m it any m andatory
repay m ent pursuant to this Section.
Section 5.09. Increased Costs.
(a) If any Cha n ge in Law s hall: (i) i m pose, m odify or deem applicable any
reser v e, sp e cial d eposit or si m ilar r e quire m ent ag ainst assets of, deposits with or f or the accou n t
of, or credit extended by, the Lender (except a ny such re s erve req u ir e m ent re f l ected in the
Adjusted LIBO Rate); or (ii) i m po s e on the Lender or the London interbank m arket any other
condition affecting this Agree m ent or Loans made by the Lender; and the result of any of the
f oregoing s h all be to in c rease the c o st to the L e nder of m aking or m aintaining any Loan (or of
m aintaining its o b lig a ti o n to m ake any such Lo a n) or to re d uce the a m ount of any s u m received
or receivable by the Lender hereunder (whether of principal, int e rest or ot h erwi s e), then the
Borrowers shall, jointly and severally, pay to the Lender such additional a m ount or a m ounts as
will co m pensate the Le n der f or such additional c osts inc u rr e d or redu c ti o n su ff ered.
(b) If the Len d er deter m ines that a n y Change in Law regarding capital
require m ents has or would have the effect of reducing t h e r ate of r eturn on the Le n der’s capit a l
or on the capital of the Lender’s holding co m p a ny, as a consequence of this Agree m ent or the
Loans m ade by the Lender to a le v el below t h at which the Lender or the Lender’s
holding co m pany could have achieved but for such Ch a nge in Law (taki n g into consider a tion t h e
Lender’s policies and the polici e s of the Lender’s h o lding co m pany with resp e ct to capital
adequacy), then from t i m e to t i m e the Borrowers shall, joi n tly and sev e rally, pay to the Lender
such additi o nal a m ount or a m oun t s as will c o m pensate the Lender or the Len d er’s hol d i ng
co m pany for any such reduction suffered.
(c) A certificate of the Lender setting forth the a m ount or a m ounts necessary
to co m pen s ate the Lender or its holding c o mpany, as the case m ay be, as specified in
paragraph (a) or (b) of this Se c tion and the ba si s th e re f or s h all be d eli ve red to t h e B orrowers by
the Lender and shall be conclusive absent m anifest error. The Borrowers shall p a y the Lend e r
the a m ount shown as due on any such certifica t e within 30 days after receipt thereof.
(d) Failure or delay on the part of the Lender to de m and co m pensation
pursuant to this Secti o n shall not constitute a waiver of the Lender’s right to de m and such
co m pensation; provided that t h e B orrowers s h all n o t b e r equired to co m pensate the Le n der
pursuant to this Se c tion f or any in c r e ased co s t s o r red u ctions incurred m ore than 90 days prior to
the date th a t the Lend e r noti f ies t h e Borrowe r s of the Change in Law giving rise to such
20

increased costs or reductions and of the Lender’s intention to claim co m pensation therefor;
provided further t h at, if the Change in Law giving rise to such increased costs o r reductio n s is
retroactive, then the 90-day period referred to above shall be e x tended to include the period of
retr o active effect thereof.
Section 5.10. Taxes.
(a) Any and all pay m ents by or on acco u nt of any obligation of the Borrowers
hereunder or under any other Loan Docu m ent shall be m ade free and clear of and without
deduction for any Taxes; provided that if the B orrowers s h all b e req u i r ed to ded u ct any Taxes
from such pay m ents, then (i) the sum payable s h all be increa s ed as necessary so that after
m aking all requi r ed d e ductions (i n cluding d e d uctions applicable to a d ditio n al s u m s payable
under this S ection) the Lender receives an a m ount equal to the sum it would have received had
no such deductions been m ade, (ii) the Borrowers shall m ake such deductio n s and (iii) the
Borrowers shall pay the full amount deducted to the relevant Govern m ental Authority in
accorda n ce with applicable law.
(b) The Borrowers sh a ll, j o intly and s e verally, sh al l inde m ni f y the Lende r,
within 10 days after written de m and therefor, for the full a m ount of any Taxes paid by the
Lender on or with respect to any pay m ent by or on account of any obligation of the Borrowers
hereunder or under any other Loan Docu m ent (i ncluding Taxes i m posed or asserted on or
attributable to a m ounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whet h er or n o t s u ch Taxes were correctly o r
legally i m posed or asserted by the relevant G overn m ental Authority. A certi f ic a t e as to the
a m ount of s uch pay m ent delivered to the Borrow e rs by the Lender, shall be conclusive absent
m anifest error.
(c) As soon as practicable a f ter any pay m ent of T a xes by the Borrowers to a
Govern m ental Autho r it y, the Borr o wers shall d eli ve r to the Lender the origi n al or a ce r ti f i e d
copy of a receipt issued by such Govern m ental Authority evidencing such pay m ent, a copy of the
return reporting such pay m ent or other evidence of such pay m ent reas o nably satisfactory to t h e
Lender.
(d) If the Len de r deter m ines, in its sole d i scr e tion, t h at it h as rec e ived a re f u n d
of any Taxes as to which it h a s been inde m nified by the Borrowers pursuant to this S ection 5.10,
it shall pay over such refund to the Borrowers (but only to the extent of ind e m nity pay m ents
m ade by the Borrowers under this Section 5.10 with res p ect to the T axes giving rise to such
refund), net of all reasonable out-o f-pocket expen s es of the Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund);
provided, h owever, that the Borrowers, upon the request of the Lender, agrees to repay the a m ount paid over to the Borrowers (plus any penal t ies, interest or other charges i m posed by the relevant Govern m ental Authority) to the Lender in t h e eve n t the Lender is req u ired to repay s uch
refund to such Governmental Aut h ority. Nothing contained in t h is Section 5.10 shall require the Lender to m ake available its tax r e turns (or any other infor m ation relating to its Taxes which it
dee m s conf i dential) to the Borrowers or any other Person.
21

(e) W ithout prejudice to the s u rvival of any other agree m ent of the Borrowers
hereunder, the agree m e nts and obligations of t h e Borrowers contained in this Section 5.10 shall
urvive the ter m ination o f this Agre e m ent.
ARTICLE VI
REPR E SENTATIONS AND WA R RANTIES
Each of the Loan Parties repre s e n ts a nd warrants to the Lend e r th a t:
Section 6.01. Organization; Powers. Each of the Loan Parties is duly
organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation, has all requisite corporate power and authority to carry on its business as now
conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualifi e d to do business in,
and is in good standing in, every j u ris d iction where such qualification is required.
Section 6.02. Authoriz a ti o n; En f orce a bilit y. The Transa c tions to be e n te re d into
by each L o an Party are within such Loan Party’s corp o rate or indivi d ual, as the case m ay be, powers. The Trans a ctio n s to b e e n te r ed i n to by e ach Loan Party have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agree m ent has been duly executed and deli v ered by each Loan Party and constitutes, and each other Loan Docu m ent to which a n y Loan Party is to be a pa r t y, when e x ecuted and deliv e red by such Loan Party, will c onstit u te, a
legal, valid and binding obligation of such Loan Party (as the case m ay be), enforceable in
accorda n ce with its ter m s, subject to ap p l i cable bankruptcy, insolvency, reorganization, moratorium or other la w s affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.
Section 6.03. Govern m en t al Approvals; No Conf l icts. The T ransactions (a) do
not require any consent or app r oval of, registration or filing with, or a n y other action by, any
Govern m en t al Authority, except such as have b een obtained or m ade and are in full force and
effect and except filings necessary to perfect Liens created under the Security Docu m ents, (b)
will not vi ol ate any applicable law or regul a tion or the cha r ter, by-laws or other or g aniz a tion a l
docu m ents of any Loan Party or any order of any Govern m e ntal A u thority, (c) will not violate or
result in a default under any indenture, agree m ent or other instru m ent evidencing or governing
any m aterial indebtedness or any other m aterial indenture, a g ree m ent or other instrument binding
upon any Loan Party or its assets, or give rise to a right thereunder to require any pay m ent to be
m ade by any Loan Party, and (d) will n o t res u lt in the c r eation or i m position of any Lien on any
asset of any Loan Party, except Liens cre a ted under the Security Docu m ents.
Section 6.04. Financi a l Conditio n; No Mate r i al Adverse Change.
(a) UHI has heretofore furnished to the Lender the consolidated balance sheet
and state m ents of inco m e, equity and cash flows of AMERCO as of and for the fiscal year ended
March 31, 2004, and the consolidated balance sheet and state m ents of inco m e, stockholders
equity and cash flows of AMERCO as of and for the fiscal quarter ended Dece m ber 31, 2004,
22

each certified by a Financial Officer of UHI or AMERCO. Such financial s t ate m ents pre s ent
f airly, in all m aterial re s pects, the fi nanci a l position and results of oper a tions and cash flows of
AMERCO a s of such d a tes and for such periods in accordance with GAAP, subject to year end
audit adjust m ents. As of the date hereof, no Loan Party has any lia b i lities in excess of
$25,000,000 except as disclosed on S chedule 6.04.
(b) Since March 31, 2005, there has been no m aterial adverse change in the
business, c o ndition (f in a ncial or o t h e rwise), o p e r ations, per fo r m ance or properties of AMERCO,
UHI or the Borrowers.
Section 6.05. Properties; Liens and License s.
(a) Each of the Loan Parties has good title to, or valid leasehold interests in,
or licenses o f or ease m ents for all t h e real and p ersonal pro p erty m aterial to its bu s i n ess, exce p t
for m i nor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for the i r intended purposes, and none of such property is
subje c t to a n y Lien oth e r than Per m itted Encu m b rances.
(b) Each of the Loan Parties owns, or is lice n sed to use, all tra d e m arks, trade
na m es, copyrights, patents and other intellectual property m aterial to its business, and the use
thereof by the Loan Parties does not infringe upon the rights of any oth e r Person, except for any
such infringe m ents that, individually or in the aggregate, could not rea s onably be expected to
result in a M aterial Adverse Effect.
(c) Each of the Loan Parti e s has all li c e n ses and p er m its th a t are m ate r i al to
the busi n ess of such Loan Party. E ach license or per m it t h at is m ate r i a l to t h e business of the
Loan Partie s, is valid a n d in full force and ef f ect, and each of the Loan Parties is in co m pliance
in all m aterial res p ects with t h e ter m s and conditions thereof.
Section 6.06. Litig a tion Matters. There are no actions, s u its o r procee d ings by or
before any arbitrator or Govern m ental Authority pending against or, to the knowledge of any
Loan Party, threatened against or affecting the L o an Parties (i) as to which there is a reasona bl e
possibility of an adverse deter m ination and tha t, if adversely deter m ined, could reasonably be
expected, i n dividually o r in the ag g regate, to r e sult in a M ate r i al Adv e rse E ff ect or (ii) t h at
involve any of the Loan Docu m ents or the Transactions.
Section 6.07. Co m pliance with Laws and Agreement s. Each of the Loan Parties
is in co m pliance with al l laws, reg u lations and o rders of any Govern m ental Authority applicable
to it or its property and all indentures, agree m ents and other instru m ents binding upon it or its property, except where the failure to do so, individu a lly or in the aggregate, could not reasonably
be expected to result in a Mater i al Adverse Effect. No Default has occurred and is continuing.
Section 6.08. Invest m ent and Holding Co m pany Status. N one of the Loan
Parties is (a) an “invest m ent company” as defined in, or subject to regulation under, the
Invest m ent Co m pany Act of 1940 or (b) a “holding co m pany” as defined in, or subject to
regulation under, the Public U t ility Holding Company Act of 1935.
23

Section 6.09. Taxes. Each of the Loan Parties has ti m ely filed or caused to be
filed all Tax returns and reports required to have been filed and h a s paid or caused to be paid all
Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by
appropriate procee d ings and for which the a pp lica b le L o an Party has set aside on its boo k s
adequate r e s erves or (b) the f iling of local Tax r e turns and reports to the e xtent th a t t h e f ailure to
do so, individually or in the agg r egate, could not reasonably be e xpected to res u lt in a Mat e ri a l
Adverse Effect.
Section 6.10. ERISA. Each Plan h as been ad m i nistered in c o mpliance with all
applicable laws except for such instances of noncompliance as have not resulted in and could not
reasona b l y be expected to result in a Material A dverse Effect. No ERISA Event has occurred or
is reasonably expected to occur t h at, when taken togeth e r with all oth e r such ERISA Events f or
which lia b i lity is reas o nably expe c t ed to occ u r, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accu m ulated benefit obligations under each
Plan (based on the assu m ptions used for purposes of State m ent of Financial Accounting
Standards N o. 87) did not, as of the date of t h e m ost recent financial st ate m ents of AMERCO
reflecting s u ch a m ounts, exceed the fair m arket val u e of the assets of such Plan, and the present
value of all accu m ulated benefit obligations of all underfun d ed Plans (b ased on the assu m ptions
used for purposes of State m ent of Financial Ac c ounting S t andards No. 87) did not, as of the date
of the m ost recent financial state m ents of A M ERCO reflecting such amounts, exceed the fair
m arket value of the assets of all such underfunded Plans.
Section 6.11. Disclosur e. Each of the Loan Parties has disclosed to the Lender
all a g ree m ents, in s t ru m ents and corporate o r other r e st r i cti o ns to which any of the Loan Parties is subject that, individually or in the ag g regate, could reaso n ably be expected to result in a Material
Adverse Effect. None of the reports, financial state m ents, certificates or other info r m ation furnished by or on behalf of any Lo a n Party to the Lender in connection with the ne g oti a tion of this Agreement or any other Loan Docu m ent or delivered hereunder or thereunder, including any
Monthly Settle m ent R e port, contains any m a t erial m i sstate m ent of fact or o m its to state any
m aterial fact necessary to m ake the state m ents therein, ta k en as a whole, in the light of the
circu m stances under which they were m ade, not m i sleading; provided that, with res p ect to projected financial infor m ation, ea c h of the Loan Parties represents only that such infor m ation
was prepared in good faith based upon assu m ptions believed to be reasonable at the ti m e.
Section 6.12. The Collat e ra l. The C ollateral is owned by the Person granting
each sec u rity interest in such Collateral under a n y Security D ocu m ent, fr e e and clear of any Lien
or other adverse claim except as conte m plated under the Loan Docu m ents. E ach of the
representations and warranties of the Loan Parties co n t ai n ed herein are tr u e and correct. No
agree m ents have been executed and delivered pursuant to w hich a Person pledges or grants, or
purports to pledge o r g r ant, any L i e n, other th a n Per m itted Encu m brances, on the Coll a ter a l to
ny Person other than the Lender.
W ith respe c t to the Bo r rowers, the Secur i ty A g ree m ent is eff ective to c reate in
favor of the Lender, a legal, valid a n d enforcea b le sec u rity i n terest in the Collateral and, upon t h e
filing of the necessary financing state m ents in the offices specified in the Security Agree m ent, or
the filing of liens on Vehicles in the offices speci f ied in t h e Security A gree m ent, a s applica b le,
the intere s t of the Lender in the Collateral will be perfected under Article 9 of the UCC or the
24

applicable state m otor vehicle law, as applicable, prior to and enforceable again s t all creditors of
and purchasers from the Borrowers and all other Persons whatsoever (other than the Lender and
its success o rs and assi g ns). On or prior to t h e date each Loan is made hereun d er and each
reco m putation of the Borrowing Base, all financ i ng state m ents and other docu m ents required to
be recorded or f iled in o r der to per f e c t and prote c t the Lender’s inte r ests in the Collat er al again s t
all cre d itors of and purchasers from the Borro w ers and all other Persons whatsoe v er will have
been duly filed in each filing office necess a ry for such p u rpose and a l l filing fees and tax e s, if
any, payable in connection with such filings shall have been p aid in full.
Section 6.13. Liens on t h e Coll a ter a l. Effective immediately upon the Closing
Date, (a) no effective financing state m ent or o t her si m ilar instru m ent covering any Collateral is
on f ile in any recording o ff i ce, and (b) no Lien covering a n y Vehicle c onstit u ting Collat e ral is noted on the Certi f ic a t e of Title of such Vehicle or on f ile in any title r ecording o ff i ce, in each
case other than in favor of the Lender.
Section 6.14. Eligi b le Vehicle Collatera l. As of the date of each Borrowing
Request, all Vehicles s et forth in the Vehicle Schedule to be delivered with each Borrowing
Request are Eligi b le Ve h i cle Collateral.
Section 6.15. Insuran c e. Schedule 6.15 sets forth a description of all insurance
m aintained by or on behalf of the Loan Parties as of the date of t h is Agree m ent including all
poli c ies co v ering the C oll a ter a l. As of the d a te of this Agree m ent, all pre m iu m s in resp e ct of
such insurance have been paid.
Section 6.16. Labor Matters. As of the date hereof, there are no strikes, lockouts
or slowdowns against any Loan Party pending or, to the knowledge of any of the L oan Parties,
threatened. The hours worked by and pay m ents m ade to e m ployees of the Loan Parties have not been in violation of the Fair L a bor Standards A ct or any other app l ica b le Fede r al, s t ate, loc a l or
f oreign law dealing with such m atte r s. All pay m ents due from any Loan Party, or for which any
claim m ay be m ade against any Loan Party, on account of wages and e m ploy e e health and welfare insurance and other benefits, have been p a id or accrued as a liability on the books of the
applicable L oan Party. The consum m ation of the T r an s acti o ns will not give rise to any right of
ter m ination or right of renegotiation on the part of any un i on under any collective bargaining
agree m ent to which any Loan Party is bound.
Section 6.17. Security Docu m ents. The representations and warranties in each
Security Docu m ent are true and c o rrect.
Section 6.18. Margin Re g ulations. No procee d s of any Loan will be used,
directly or indirectly, by the Loan Parties for the purpose of purchasi n g or carr y ing any Margin
Stock or for the purpose of redu c ing or retiring any Indebtedness which was origin a lly inc u r r ed
to purchase or carry M a rgin Stock. No part of t he proceeds of any Loan will be used, wheth e r
directly or indirectly, and whe t her immediately, incidentally or ulti m ately, for any p urpose that
entails a vi o l ation o f, or that is inco n siste n t w i t h, t he p r ov i s i on s o f t he Re gulations of the Board,
including Regulation T, U or X.
25

ARTICLE VII CONDITIONS
Section 7.01. E ffective Date. This Agree m ent shall beco m e effecti v e on t h e date
on which each of the f ollowing c o nditions is s atis f i ed (or waived in accordance with Secti o n
12.02):
(a) The Lender shall have received from each party hereto either (i) a
counterpart of this Agree m ent signed on behalf of such party or (ii) wri t ten evidence satisfactory
to the Lender (which m ay inc l ude telecopy trans m ission of a signed signature page of this
Agree m ent) that such party has signed a counterpart of this Agree m ent.
(b) The Lender shall be sa tisfied that all fees and other a m ounts due and
payable to them hereunder on or prior to the E f f ective Date, including, to the extent invoiced,
rei m bursement or payment of all legal fees and expenses and all other expenses required to be
rei m bursed or paid by the Loan Parties hereunder or under any o t her L oan Docu m e nt, have been
paid or will be paid on the Effective Date.
(c) The Lender shall h ave received co u nter p arts of the Fee L e tter sig n ed on behalf of each Loan Party thereto.
(d) The Lender shall have received (i) coun t erparts of the Security Docu m ents
(other t h an Certi f ic a t es of Title) si g ned on behalf of the Loan Party that is a party t h ereto, and (ii) evidence satisfactory to the Lender t h at all docu m ents and instru m ents, including UCC financing
state m ents (inclu d i ng any a m endments to s u ch financing state m ents) and Certificates of Title with resp e ct to all Vehicles con s tit u ting Coll a t e ral, required by law or reasonably requested by
the Lender to be filed, registered or recorded to create or per f ect the L i e n s intended to be created under the S ecurity Docu m ents, and to protect the ownership interests of the Borrowers in (and
the Liens of the Secu r ity Docu m ents on) all Coll a ter a l, have been so filed, registered or recorded.
(e) The Lender shall have received a new original Note, executed and delivered by the Borro w ers.
The Lender shall notify the Borrowers of the Eff e c tive Date, and such notice shall be conclusive
and binding. Notwithstanding t h e foregoing, the obligations of the Lender to m ake Loans
hereunder s hall not beco m e effective unless each of t h e foregoing c o nditions is satisfied (o r
waived pursuant to Section 12.02) at or prior to 3:00 p.m., New York City ti m e, on March 12,
2007 (and, in the event such conditions are not so s a tisfied or waived, the Facility shall ter m inate
at such ti m e).
Section 7.02. Each Loan. The obligation of the Lender to m ake a Loan is subject
to the s atis f action of the f ollowing c o ndition s:
(a) At the ti m e of and im m ediately aft e r giving effect to such Loan, the
representations and warranties of t h e Loan P a rties s e t f orth in this Agre e m ent and the other Loan
Docu m ents shall be true and corr e ct in all resp ec t s on and as of the date o f such Loan (or, in the
26

case of any representation and warranty that express l y rel a tes to an e arli e r date, on and as of such earlier d ate).
(b) At the ti m e of and i mm ediately aft e r gi v i ng effect to s u ch Loan no
Default, Event of Default or Borrowing Base D e ficiency shall have occurred and be continuing.
(c) No Material Adverse Change shall have occurred.
(d) The Borrowers shall have delivered to the Lender (i) a Borrowing Request
and a Borrowing Base Certificate, calc u lated as of a date not m ore recent than two (2) Business
Days prior to the date of the related Borrowing Request, in connection with such Loan showing
no Borrowing Base Deficiency and (ii) a certifica t e of the type required by Section 4.02(b), if appli c able.
Each Loan s hall be de e m ed to constit u te a rep r esent a tion a nd warranty by the Bor r owers on t h e
date thereof as to the m atters s p ecified in paragraphs (a), (b), (c) and (d) of this Section 7.02.
ARTICLE VIII
AFFIRMA T IVE COV E NAN T S
Until the C o mmit m ents have expi re d or been t e r m inated and the prin ci pal of and
interest on each Loan and all f ees and other a m ounts payable hereunder shall have been paid in
full, each of the Loan Parties covena n t s and agrees with the L ender t h at:
Section 8.01. Financial State m ents and Other Infor m atio n. The Loan Parties shall f ur n ish to the Len d er:
(a) within 90 d ays after t h e end of each fiscal year of AMERCO, the audited
consoli d ated balance s h eet of AMERCO (or, if any of the Loan Parties sh a ll cease to b e
consoli d ated with AMERCO for f i nancial ac c ounting purposes, of each such Loan Party, as
applicable) and its consolidated subsidiaries a nd related state m ents of operations, stockholders’
equity and cash flows as of the end o f and for such year, setting forth in each ca s e in co m parative
fo r m the figures for the previous fiscal year, all reported on by BDO Seid m an, LLP or other
independent public accountants of recognized national standing (without a “going concern” or
like qualification or exception and without any quali f ication or exception as to the scope of su c h
audit) to t h e effect that such financial s t ateme n ts pr e sent f airly in a ll m ateri a l respe c ts t h e
f i nancial c o ndition and results of o perations of AMERCO (or, if any o f the Loan Parties s h all
cease to be consoli d ated with AM E RCO for fin a ncial acco u nting p u rp o ses, of each such Loan
Party, as a p plica b le) a n d its cons o l idated sub s i d i a ries on a consolidated basis in accordance with
GAAP consistently applied;
(b) within 45 d ays a f t e r t h e end of e a ch of the first three fi s cal q u arters of
each fiscal year of A M ERCO, the consoli d ated balance s h eet of AM E RCO (or, if any of the
Loan Parties shall cease to be consolidated with AMERCO for financial accounting purposes, of
each such L oan Party, as applicable) and related state m ents of operati o ns and cash flows as of
the end of a nd for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth
in each case in co m parative form the figures for t h e corresp o nding period or periods o f (or, in the
27

case of the balance sheet, as of the end of) the previous fiscal year, a l l ce r ti f ied b y one of its
Financi a l O ff i cers a s pr e senting f airly in a ll m ateri a l r espe c ts the f i na n cial con d ition and res u lts
of operatio n s of AMERCO (or, if any of the L oan Parties shall cea s e to be cons o l idated with
AMERCO for financial accounting purposes, of each such Loan Party, as applicable) and its
consoli d ated subsidiaries on a consolidated bas i s in accor d ance with GAAP consiste n t ly applied,
subject to nor m al year-end audit adj u st m ents and the absence of footnotes;
(c) concurrently with any delivery of AMERCO’s (or a Lo a n Part y’s, a s
applicable) financial state m ents under clause (a) and (b) above, a certi f icate of a Financial
Officer of each of the L oan Par t ies (i) certifyi n g as to whether a Default has occ u rred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken
ith respect thereto and (ii) stating whether any change in GAAP or in the application thereof
that m ate r i a lly a ff ects AMERCO’s (or a Loan Part y’s, as applicable) consolidated financial
state m ents acco m panying such certificate (it bei n g understo o d that any change t h at would affect
co m pliance with any covenant set forth herein or the A pplica b le R ate sh a ll be conside r ed
m aterial) ha s occurred s i nce the date of AMERC O’s (or a Loan Party’s, as ap p lic a ble) au d i ted
financial state m ents referred to in Section 6.04 a nd, if any such change has occurred, specifying
the effect of such change on the fina n ci a l state m ents acco m panying such certificate;
(d) concurrently with any delivery of f i nancial state m ents under clause (a)
above, a certificate of the accou n ting firm that r e ported o n such financial statements stating
whether they obtained knowledge during the course of their exa m ination of such financial
state m ents of any Defau l t (wh i ch certificate m ay be li m ited to the extent required by accounting
rules o r gui d elin e s);
(e) pro m ptly a f ter the sa m e beco m e publi c ly available, copies of all periodic
and other reports, proxy state m ents and other mate r i als f iled by AMERCO or any Loan Party
with the Securities and Exchange Com m ission, or any Govern m ental Authority succeeding to
any or all of the functions of said Com m ission, or with any national securities exchange, or
financial infor m ation or other m aterial infor m ation distributed by AME R CO or any Loan Party
to its stockholders generally, as the case m ay be;
(f) pro m ptly fo l l owing any request there f or, such other infor m ation regarding
the operations, business affairs and financial condition of AMERCO or any Loan Party, or
co m pliance with the ter m s of any Loan Docu m e nt, as the Lender m ay reasonably request; and
(g) on a quarterly basis, a report of the na m e and loc a tion of all Persons that
rent Vehi c l e s on behalf of the Borrowers and their A ff iliat e s in the ordinary course of business
pursuant to a Dealership Contract, as of the date of such report.
Section 8.02. Notices of Mate r i al Events.
(a) Each Loan Party sh a ll f urnish to the Lender written notice of the following pro m ptly upon obtaining knowledge thereof:
(i) the occ u rre n ce of any De f ault;
28

(ii) the filing or com m enc e m ent of any action, suit or proceeding by or
before any arbitrator or Govern m ental Authority against or affecting any Loan Party or
any A ff iliate the r eof that, if adver s ely det e r m ined, could re a sonably be e xpected to r esult
in a Material Adverse Effect; and
(iii) any other develop m ent that results i n, or could reasonably be expected
to res u lt in, a Mat e rial Adverse Effect.
(b) Each notice delivered under this Section shall be acc o mpanied by a
state m ent of a Financial Officer or other exec u ti v e officer of any of the Loan Parties setting forth
the details of the event or develop m ent requiri n g such notice and any act i on taken or proposed to
be taken with respect thereto.
Section 8.03. Infor m ation Regarding Collateral. Each of the Loan Parties shall
furnish to the Lender pro m pt wri t ten notice of any change (i) in corp o rate na m e of the Borrowers
or in any trade na m e used to identify any Loan Party in the conduct of its business or in the
ownership of its properties, (ii) in the j u ris d iction wh e re any Loan Party is lo c ated f or the
purposes of the UCC, or any Vehicle constituting Collate r al has been titled with the appli c able
state agency or department, or in w hich all UCC financing state m ents and other appropriate
filings, recordings or registrations, containing a d e sc r i ption of the Collate r al h a v e b een f il ed of
record in each governmental, m unicipal or other a ppropriate office in such jurisdiction to the
extent necessary to perfect the security interests under the Security Docu m ents, (iii) in the
identity o r corporate structure of a n y Loan Par t y or (i v) in the Fede r al Taxpayer I d enti f ic a tion
Nu m ber of any Loan P arty. No Loan Party shall effect o r per m it any change referred to in the
prece d ing sentence unless all fili n gs have b een m ade under t h e UCC or o t herwise that are
required in order for the Lender to continue at all ti m es fo l l ow i ng such change to have a valid,
legal and p e r f ected s e c u rity int e re s t in all the Collat e ral.
Section 8.04. Existence; Conduct of Business. Each Loan Party shall do or
cause to b e done all thi n gs necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, per m its, privileges and franchises m aterial to the conduct of its business.
Section 8.05. Pay m ent of Obligati o n s. Each Loan Party shall pay its
Indebtedness and other obligations, including Tax liabilities, before the sa m e shall beco m e
delinquent or in default, except where (i) the v a lidity or amount thereof is being contested in
good faith by appropriate proceedings, (ii) such Loan Party has set aside on its books adequate
reser v es with respect t h ereto in accordance with GAAP, (iii) such co nt est effectively suspends
collection of the contested obligation and the e n force m ent of any Lien securing such obligation
and (iv) the failure to make pay m ent pending the resolution of such contest could not reasonably
be expected to res u lt in a Material Adverse Effect.
Section 8.06. Maintenance of Propertie s. Each Loan Party shall keep and
m aintain all Collateral, and all other property m aterial to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.
29

Section 8.07. Insuran c e. The Loan Parties sh a ll, at th e i r own expense, maint a in
at all ti m es and keep in full force and effect poli c ies of insurance with re s pect to the p roperties of
the Loan Parties constituting Collateral, inclu d ing general and vicarious liability insurance
(including bodily injury coverag e) re lated to the Vehicles (u pdat e d f rom ti m e to ti m e to r e f l ect any changes to the Vehicles constituting Collateral) in such amounts, against such risks and with such ter m s (inclu d i ng d e ducti b les, li m its of liab i lity and loss pay m ent p r ovision s) a s are requir e d
by applicable law and consistent with industry standards. All such insurance policies shall be in
fo r m, substance and insured a m ount satisfactory to the L ender, with standard coverage and
subje c t to d e ducti b les a n d with rep u table i n sura n ce co m panies, as m ay be reasonably required by
the Lend e r. If the Len d er sh a l l det e r m ine that a Material A dverse Change has occurred or if an
Event of Default shall have occurred, then w ithin five Business Days after delivery by the Lender to t h e Borrowers of a written reque s t the r efor, the B o rrowers s h all cause the L ender to be
na m ed as an additional insured und e r all such insurance policies.
Section 8.08. Books and Records; Inspection Rights. Each Loan Party shall
keep proper books of record and account in which full, true and correct entries are m ade of all
Collateral and transactions conte m plated by t h is Agree m ent. Each Loan Party shall per m it a n y
representatives designated by t h e Lender, at the Borrowers’ expense, upon reasonable prior
notice, to visit and inspect its properties, to exa m ine and m ake extracts from its books and
records, and to discuss its aff a irs, finances and condition with its officers and independent
accountants, all at such reasona b le ti m es and as often as reasonably requested. Any such
inspection s hall be subject to the co nf identi a lity restrictions s et forth in S ection 12.1 2.
Section 8.09. Co m pliance with Laws and Agre e ment s. Each Loan Party shall
co m ply with all laws, r ules, reg u l a tions and o r ders of any Govern m en t al Authority (including
ERISA) applica b le to it or its p ro p erty and all indentures, agree m ents and other instru m ents
binding upon it or its property, except where the failure to do so, individually or in the aggregate,
could not reasonably be e xpected to result in a M aterial Adverse Effect.
Section 8.10. Use of Proceeds. The proceeds of the Loans shall be used solely
for working capital purposes or to satisfy t h e Borrowers’ obligations under the pre-existing
indebtedness.
Section 8.11. Further As s urances. Each Loan Party shall, and shall cau s e each
other Loan Party to, execute any and all further docu m ents, f i nancing state m ents, agree m ents and
instru m ents, and take all such further actions (including the filing and recording of financing
state m ents, Certificates of Title and other docu m ents), which m ay be required under any
applicable law, or which the Lender m ay r e ason a bly request, to effectuate the transactions
conte m plated by the Loan Docu m e nts or to grant, preserve, protect or p e rfect the Liens created
or intended to be created by the Security Docu m ents or the validity or priority of any such Lien,
all at t h e e x pense of the Loan Parties. Each Loan Party also agrees to provide to the Lender,
upon request, evidence reasonably satisfactory to the Lender as to the perfection and priority of
the Liens created o r intended to be created by t h e Security Docu m ents. Section 8.12. Casualty.
30

(a) Each Loan Party s h all furnish to the Lender prompt notice of any casualty
or other da m age to any portion of the Collateral having a value in excess of $25,000 or the
commencement of any action o r pr o ceeding for the t a king of any Collateral or any part thereof or
interest therein by condemnation or si m ilar proceeding.
(b) If any event described in p a rag ra ph (a) of t h is Se c tion r esults in Net
Proceeds (whether in t h e form of insurance p r o ceeds, or ot herwise), t h e Lender is authorized to
collect s u ch Net Proceeds and, if received by a Loan Party, such Net Proceeds shall be paid to
the Lender. All such Net Procee d s retained by or paid over to the Len d er shall be h eld by the
Lender and released from t i m e to ti m e to pay t h e costs of repairing, restoring or replacing the
affected property in accordance with the ter m s of this Agree m ent and the applicable provi s i ons
of the Sec u rity Documents, su b j e c t to the p r ovisions of the S ecurity Docu m ents regarding
application of such Net Proceeds d u ring a Defa u lt or an Event of Default.
(c) If any Net Proceeds retained by the Lender as provided above continue to
be held by the Lender on the date that any prepa y m ent is due pursuant to Section 5.08 in respect
of the eve n t res u lting in such Net P roceeds, then such Net Proceeds s h all be applied to p repay
Loans as provided in Section 5.08.
Section 8.13. Interest Rate Protectio n. The Borrowers agree t o consult fr o m
ti m e to time with the Lender reg a rding the a d vis a bility of entering into swaps, caps or other
interest rate hedging agree m ents to li m it the Borr o wers’ exposure to interest payable under this
Agree m ent to develop a hedging strategy m utually agreea b le to the Borr o wers and the Lender.
ARTICLE I X
NEGATIVE COV E NANTS
Until the C o m m it m ents have expi r ed or ter m inated and the prin c i pal of and
interest on each Loan and all fees payable her e under have been paid in full, each of the Lo a n
Parties covenants and agrees with the Lender th a t:
Section 9.01. Change in Control. Neither AMERCO nor any Loan Party shall
per m it, consent to or acquiesce to any Change in Control w ithout the p r ior written consent of Lender.
Section 9.02. Use of Collater a l.
(a) Except as otherwise provided in clause (b) of this Section 9.02, no Loan
Party shall per m it any tangible ass e t constit u ti n g Collat e r a l to be l o cated (i) out s i d e the United
States or C anada, (ii) outside the possession of the Bor r owers or its A ff iliates, except, with
respect to V ehicles, when (A) consigned to the possession of a third party dealer pursuant to a
Dealers h ip Contract re n t ed to cons u m ers in the ordinary course of Borrower’s business or, (B) in
tran s it to s u ch locations, or (C) in tr a nsit to a thi r d party pur c haser who will b e co m e oblig a t ed on
a receivable upon receipt, (iii) on any property not owned by the Borrowers, except, with respect
to Vehicles, when rented in the ordinary course of Borrower’s business.
31

(b) This Section 9.02 shall not be constru e d to prohibit (i) the return of any asset
constituting Collateral to the vendor thereof or to third parties for repairs, services,
modi f i catio n s or o t her si m ilar purp o ses or (ii) t h e st o rage of any a s set c onstit u ting Collat e ral in
any warehouse or si m ilar facility.
Section 9.03. Negative Pledge. No Loan Party shall, di re ctly or in di rectly,
create, i n c u r, assu m e or suffer to exist a ny L i en upon any Collateral, except f or Per m itted Encu m brances.
Section 9.04. Li m itations on Funda m ental Changes. No Loan Party shall,
directly or indirectly, enter into any m erger, consolidation or a m alga m ation, or liquidate, wind
up or d i ssolve itself (or suffer any liquidation or disso l ution), or convey, s e ll, l e ase, a s sign,
transfer or otherwise dispose of, all or substanti a lly all of its property, business or assets, or m ake
any m aterial change in its present m e thod of conducting business, except:
(a) any Subsidiary of a Loan Party m ay be m erged or consolidated with or
into s u ch L oan Party (provided t h at such L o an Party s h all b e t h e contin u i ng or sur v ivi n g corporation); or
(b) any m erger, consolidation or a m alga m ation, or liquid a tion, winding up or
dissolution that would not reasonably be expected (i) to m ateri a lly and a d versely a ff ect the rig h ts
of the Lender hereunder, or (ii) to ha v e a Material Adverse Effect.
ARTICLE X
EVENTS OF DEFAULT
Section 10.01. Events of Default. An “Event of Default” shall m e an
the occurrence and continuation of one or m ore of the following events or conditions:
(a) the Borrow e rs, the Gua r antor or t h e Servic e r/Ma nager sh a ll f ail to pay a n y
principal of or interest (inc l uding any Borrowing Base Deficiency pursuant to Article V) on any
Loan or any fee or any other a m ount payable under this Agree m ent, within one Business Day of
when sa m e shall beco m e due and payable, whether at the d ue date t h ereof or a t a d ate fixed for
prepay m ent thereof or otherwise;
(b) any representation or w arranty m ade or dee m ed m ade by or on behalf of
any Loan Party in or in connection w ith any Loan Docu m ent or any a m e nd m ent or modification
thereof or waiver thereunder, or in any report, certificate, financial state m ent or other docu m ent
furnished pursuant to or in connection with any Loan Docu m ent or any a m endment or
modification thereof or waiver thereunder, shall prove to have been incorrect in any respect (or,
in the ca s e o f any repre s entation or warranty that is not qualified as to mate r i ality, in any m aterial
respect) when m ade or dee m ed m ad e;
(c) any Loan Party shall fail to observe or perform a ny covenant, condition or
agree m ent contained in any Loan Docu m ent, and such failure shall co nt inue unre m edied for a
period of 30 days after notice there o f f rom the Lender to the Borrowers;
32

(d) any Loan Party sh a ll fa il to m ake a ny pay m ent (whether of principal or
interest and regardless of a m ount) in respect of any m at e rial Indebtedness, w h en
and as the same shall beco m e due and payable (after giving effect to any period
of grace expres s l y applica b le ther e t o);
(e) any event or condition occurs that r e sults in any m aterial Indebtedness
beco m i ng due prior to its scheduled m aturity or that enables or per m its (after giving effect to any
period of grace expres sl y applica b le theret o) the holder or holders of any m aterial Indebtedness
or any trustee or agent on its or their behalf to cause any m aterial indebtedness to beco m e due, or
to require the prepay m e nt, repurchase, rede m ption or defeasance thereof, prior to its scheduled
m aturity; provided that this c l ause (f) sh a ll n o t a pply to secured Indebtedness t h at be co m es due
as a result of the voluntary sale or transfer of the property or a ssets securing such Indebtedness;
(f) an involuntary procee d i n g shall be com m enced or an invol u ntary petiti o n
shall be filed seeking (i) liquidation, reorganiz a tion or other relief in respect of A M ERCO, UHI
or any of the Borrowers, or its debts, or of a sub s tantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or si m ilar law now or hereafter in effect or (ii)
the appoint m ent of a receiver, tru s tee, custodian, sequestrator, conservator or si m ilar official for
AMERCO, UHI or any of the Borrowers, or for a s ubstantial part of its assets, and, in any such
case, such p rocee d ing or petition s h all co n tinue undis m issed for 60 days or an or d er or decree
approving or ordering any of t h e foregoing shall be entered;
(g) AMERCO, UHI or any of the Borrowers shall (i) v o luntarily com m ence
any procee d ing or file any petition seeking li q ui dation, re or ganization o r other relief under any
Federal, state or foreign bankruptcy, insolve n cy, receivers h ip or si m ilar law now or hereafter in
e ff ect, (ii) c onsent to t h e in s tit u tion o f, or f ail to conte s t in a ti m ely and appropriate m anner, any
procee d ing or petition descri b ed in clause (g) of this Article, (iii) a p ply for or c onsent to t h e
appoint m ent of a recei v er, tr u stee, custodian, s e questrat o r, conservator or si m ilar official for
AMERCO, UHI or any of the Borrowers or for a subst an ti a l part of its a ssets, (iv) file an answer
ad m itting t h e m ateri a l allegations of a petition f i l e d against it in any such proceeding, (v) m ake a
general assign m ent for the benefit of creditors or (vi) take any action for the purpose of effecting
any of the foregoing;
(h) AMERCO, UHI or any of the Borrowers shall beco m e unable, ad m it in
writing its i n ability or f ail gene r ally to pay its debts as they beco m e due;
(i) one or m ore judg m ents or decrees shall be entered against any Loan Party
involving in the aggregate a lia b ility (not paid or fully c overed by insurance) of $5,000,000 or
more, and all such judg m ents or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof;
(j) any Lien on any m aterial portion of t h e Collate r al purpo r ted to be creat e d
under the Security Docu m ents shall cease to b e, or shall be asserted by UHI or any of the
Borrowers n ot to be, a v alid and p erfected Lien on any Collateral, with the priority required by
the Security Docu m ents and that could individually or in the aggregate have a m aterial adverse
e ff ect on t h e Coll a te r al or the inte r ests of t h e Lender un d er the Loan Docu m ents, exce p t as a
33

result of the sale or ot h er disposition of the applicable Collateral in a tran s action per m itted under
the Loan Docu m ents;
(k) the Guara n tee Agree m ent shall cea s e to be in full force and effect, or the
Guarantor s hall m ake an asse r tion to such effect in any judicial proceeding;
(l) an ERISA Event th a t when taken togeth e r with all o t her ERISA Events
that have occurred, could reasonably be expected to res u lt in a Mat e ri a l Adverse E ff ect.
Section 10.02. Consequences of an Event of Default. If an Event of Default
specified in Section 10.01 hereof shall occur and be continuing, then, and in e v ery such event
(other than an event with respe c t to the Borrowers d escri b ed in clause (g) or (h) of
Section 10.01), upon notice from the Lender to t h e Borrowers, the F acility provided by this
Agree m ent shall im m ediately ter m inate, and t h e Outstan d ing Loans, together with accrued and
unpaid interest thereon, and a l l other Obligations, shall immed i ately beco m e due and payable,
without present m ent, de m and, protest or other n o tice of any kind, all of which are hereby waived
by the Borrowers; and in case of any event with r e spect to the Borrowers descri b ed in clause (g)
or (h) of Section 10.01, the Facility provided by this Agree m ent shall automatically and
im m ediately ter m inate, and the Outstanding Loans, together with accru e d and unpaid interest
thereon, and all other Obligations, shall im m e diately beco m e due and payable, without
present m ent, de m and, protest or other notice of any kind, all of which are hereby waived by the Borrowers.
Further, if an Eve n t of Default specifi e d in Section 10.01 hereof shall occur and be
continuing, then, and in every s u ch event the Lender shall have the right to collect, receive,
appropriate or realize upon the C o llateral or otherwise foreclose or enforce Lender’s security
int e rests in a ny or all Collat e ral in a n y m anner p e r m itted by the Security Agree m ent.
ARTICLE XI
RESERV E D
Section 11.01. Reserved.
ARTICLE XII
MISCELLANEOUS
Section 12.01. Notices. E x cept in the c ase of notices and other communications
expres s l y per m itted to b e given by telephone, all notices and other communications p rovided for
herein sh a l l be in wri t ing and shall be deliver e d by hand or overnight c o urier service, m ailed by
certified or registered m ail or sent by telecopy, as follows:
(a) if to U-Haul Leasing & Sales Co., to it at 1325 A i r m otive W a y, Reno, NV
89502-3239, Attention: Rocky W ardrip (Facsi m ile No. (775) 688-6338);
(b) if to UHI, in any capacity, or U-Haul Co. of Arizona, to such party at 2727
N. Central Avenue, Phoenix, AZ 85004, Attention: Jennifer Settles (Fa c si m ile No. (602)
263-6173); and
34

(c) if to t h e Le n der, to it a t 4 W orld Financial Center, 10th Floor, New York,
NY 10080, Attention: Jeffrey Coh e n (Facsi m ile No. (212) 449-9015).
Any party hereto may change its address or telecopy nu m ber for notices and other
communications hereunder by notice to the oth e r parties hereto. A ll notices and other
communications given to any party hereto in acc o rdance with the pro v isions of this Agree m ent
shall be dee m ed to have been given on the date of receipt. All pay m ents hereun d er shall be
m ade in accordance with the wire instructions specif i ed on Exhibit K hereto, or to such other
pay m ent address as m a y be specified in writing by the applicable payee party to the other parties hereto.
Section 12.02. Waivers; Am endments.
(a) No failure or delay by the Lender in exercising any right or power
hereunder or under any other Loan Docu m ent shall operate as a waiver t h ereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to en f orce such a right or p o wer, precl u de any other or further exerci s e t h ereof or the
exercise of any other right or power. The rights and re m edies of the Lender hereunder and under
the ot h er L o an Docu m e nts are cu m ulative and are not exclusive of any rights or re m edies that
they would otherwise have. No waiver of any provision of any Loan Docu m ent or consent to
ny departure by any Loan Party therefrom shall in any eve n t be effecti v e unless the sa m e shall
be per m itted by paragra p h (b) of this Section, and t h en such waiver or c o nsent shall be effective
only in the s pecific in s t ance and for the purpose f o r which gi v en. W ithout li m iting the generality
of the foregoing, the m aking of a Loan shall not be construed as a wai v er of any
Default, regardless of whether the Lender m ay have had not i ce or knowledge of such Default at the ti m e.
(b) Neither this Agree m ent nor any ot h er Loan Docu m ent nor any provision
hereof or thereof m ay be waived, a m ended or modified except, in t h e case of t h is Agree m en t,
pursuant to an agree m ent or agree m ents in wri t ing entered into by the Borrowers and the Lender
or, in the case of any other Loan D ocu m ent, pursuant to an agree m ent o r ag r ee m ents in w r iting
ente r ed into by the Loan Party or Loan Parti e s t h at are p arties thereto with the consent of the
Lender; provided that no such a g ree m ent shall (i) in c rea s e the Com m it m ent of the L ender
without the written conse n t of the L ender, (ii) r e duce the principal a m ount of any Loan or reduce
the rate of interest on such Loan, or reduce any fees payable hereun d er, witho u t the written
consent of the Lender, (iii) postpone the schedul e d date of pay m ent of t he principal a m ount of
any Loan or any interest thereon, or any fees payable hereunder, or red u ce the a m ount of, waive
or excuse any such pay m ent, or postpone the scheduled date of expiration of any Com m i t m ent,
without the written c o nsent of the Lender, (i v) change a n y of the p r ovisions of this Section
without the written conse n t of the Lender, (v) release all or a ny substantial part of the Collateral
from the L i ens of the Security Docu m ents (exce p t as ex p ressly pro v ided herein or therein),
without the written consent of t h e Lender, or (vi) release of UHI from i t s guarantee under the
Guarantee Agree m ent (exce p t as expressly pr o vi d ed in the Guarantee Agree m ent) or li m it or
condition its obligations thereunder, wi t hout the written con s ent of the Lender.
Section 12.03. Expenses; Inde m nity; Da m age W aive r.
35

(a) The Borrowers shall pay (i) all costs and expenses incurred by the Lender,
including the reasonable fees, charges and d i sburse m ents of counsel for the Lender, in
connection with the negotiation, preparation, execution and deli v ery of the Loan Docu m ents
(in c luding e xpenses in c urred in co n nection with its due d ili g ence a c ti v ities) and (ii) a ll c o sts and
expenses incurred by the Lender, i n cluding t h e reasona b l e fees, charges and disburse m ents of
any counsel for the L ender, in c onnection with (A) the enforce m ent or protection of its rights in
connection with the Loan Docu m ents, including its r i ghts under this S ection, or in connection
with the Loans m ade hereunder, including all such costs and expen s es incurred during any
workout, restructuring or negotiations in respect of such Loans, and (B) in the case of the
Lender, the ad m i nistration of, a nd any a m endments, m odifications, waivers or supple m ents of or
to the provisions of, any of the Loan Docu m ents.
(b) The Borrowers shall in d e m nify the L e nder, and each Related Party of any
of the foregoing Persons (each such Person being called an “Inde m nitee”) against, and hold each Inde m nitee har m less from, any and all losses, clai m s, d a m ages, liabilities and related expenses,
including the reasonable fees, c h arges and disburse m ents of any counsel for any Inde m nitee, incurred by or asserted against any Inde m nitee arising out o f, in connection with, or as a result of
(i) the execution or delivery of any Loan D o cu m ent or any other agree m ent or instru m ent conte m plated hereby, the perfor m a nce by the parties to the Loan Docu m ents of their respective
obligations thereunder or the consum m ation of the Transactions or any other transactions conte m plated hereby, (ii) any Loan or the use of the proceeds t h erefrom, or (ii i) any actual or
prospective clai m, litigation, investigation o r procee d ing relating to any of t h e foregoin g, whether based on contract, tort or any other theory and regardless of whether any Inde m nitee is a party thereto; provided that such i n de m nity shall not, a s to any Inde m n itee, b e available to t h e extent that s uch losses, clai m s, damages, liabilities or related expenses have resulted from the
gross negligence or willful m isconduct of such Inde m nitee.
(c) To the e x t e nt per m itted by applica b le law, the Borrowers s hall n o t a s s e rt,
and each of them hereby waives, any claim against any Indemnitee, on any t h eory of liability, for
speci a l, indirect, conse q uenti a l o r p uniti v e da m ages (as o p posed to di r ect o r a ctu a l da m ages)
arising out of, in connection with, or as a result o f, t h is Agree m ent or any agree m ent or
instru m ent conte m plated hereby, t h e Transactions, any Loan or the use of the procee d s thereof.
(d) All a m ounts due under this Section shall be payable not later than 30 days after written de m and therefor.
Section 12.04. Successors and Assign s.
(a) The provisions of this Agree m ent s h all be binding upon and inure to the
benefit of the parties hereto and their respe c tive s uccessors a n d assigns per m itted hereby, exce p t
that a Loan Party m ay not assign or otherwise transfer any o f its rights or obliga t ions hereunder
without the prior written consent of t he Lender (a nd any attempted assign m ent or transfer by any
Loan Party without such consent shall be null a nd void). N othing in this Agree m ent, expressed
or i m plied, shall be construed to confer upon a ny Person (other than the parties hereto, their
respective s uccessors and assig n s per m itted h ereby and, to the extent expressly conte m plated
hereby, the Related Parties of t h e Le nder) any legal or equitable right, re m edy or claim under or
by reason of this Agree m ent.
36

(b) The Lender m ay, without the consent of the Lo a n Parties, assign all or a
portion of its rights and obligations under this Agree m ent (including a ll or a portion of its
Com m it m ent and the Loans at the ti m e owing to it); provided that (i) except in the case of an
assign m ent to an A ff iliate of MLCFC or its suc c essors or as s i gns, or an assign m ent of the entire
re m aining amount of the Lender’s Com m i t m ent or entire re m aining Loans, the amount of the
Com m i t m ent and Loans of the assigning Lender sub j ect to each such as s i gn m ent (deter m i ned as
of the date the Assignment and A c ceptance with respect to such as s i g n m ent is delivered by the
assigning L ender) shall not be less than $5,000,000 unless the Borrowers otherwise consent, (ii)
each partial assign m ent shall b e m ade as an assign m ent of a proportio n ate pa rt of all t h e
assigning L ender’s rights and obligations under this Agree m ent, except that t h is clause (ii) shall
not be construed to prohibit t h e assign m ent of a proportionate p a rt of all of the assigning
Lender’s rights and obligations in respect of (A) Loans, (B) Loans sep a rat e ly from (or witho u t
assigning) Com m i t m ents or (C) Com m i t m ents separately from (or without assigning) Loans, (iii)
the parties to each assi g n m ent shall execute and deliver an Assign m ent and Accepta n ce, and (iv)
the assignee, if it shall not be a Lender hereunder pri o r to such assig n m ent, shall deliv e r to t h e
Borrowers its notice and pay m ent info r m ation. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this S ection, f rom and a f t e r the e ff ective date spe c i f ied in e ach
Assign m ent and Acceptance the ass i gnee there u nder shall b e a party h ereto and, to the exte n t of
the interest assigned by such As s i g n m ent and Acceptance, have the rights and obligations of a
Lender under this Agree m ent, a nd the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assign m e n t and Acceptance, be released from its obligations under this
Agree m ent (and, in t h e case of an Assign m ent and Acce p tance co v ering all of t h e assig n ing
Lender’s rights and obligations un de r this Agre e m ent, the Lender sh a ll ce ase to b e a p arty h e r e to
but shall continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.03). Any
assign m ent or transfer by the Lender of rights or obligations under this Agree m ent that does not
co m ply with this pa r a g raph shall b e tre a ted f or purposes of this Agree m ent as a sale by the
Lender of a particip a tion in s u ch r i g hts and obligations in a ccordan c e w ith paragraph (c) of this Section.
(c) The Lender m ay, w i thout the conse n t of the Loan Parties, sell
particip a tio n s to one or more Perso n s (a “Parti cipant”) in all or a p o rti o n of the Le n der’s rig h ts
and obligations under this Agreement (including all or a portion of its Com m i t ments and the
Loans owing to it); provided that (i) the Lender’s obligations under this Agree m ent shall re m ain
unchanged, (ii) the Lender shall re m ain solely responsible to the other parties hereto for the
perfor m ance of such obligations a n d (iii) the Loan Parties shall continue to d eal solely and
directly with the Lender in connection with the Lender’s rights and obligations under this
Agree m ent. Any ag r ee m ent or instru m ent pursuant to which the Lender sells such a
particip a tion shall provide that the Lender sh a ll r e t a in the sole ri g ht to en f orce the Lo a n
Docu m ents and to approve any a m end m ent, m od i fication or waiver of a n y provision of the Loan
Docu m ents; provided t h at such agree m ent or i n stru m ent m ay provide that the Lender will not,
without the consent of the Participant, agr e e to any a m endment, modification or waiver
described in the first proviso to S ection 12.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Loan Parties ag r ee that each Participant shall be entitled to the
benefits of Sections 5.0 9 and 5.10 to the sa m e extent as if it were a Lender and had acquired its
int e rest by a ssign m ent pursuant to paragraph (b) of this Section provided that such Participant
agrees to be subje c t to Sections 5.1 0(f) as tho u gh it was a Lender. To the extent per m itted b y
law, each Participa n t also shall be entitled to the benefits of Section 12.08 as though it were a
37

Lender, pr o vided such Participa n t agrees to b e subject to Section 5.15(c) as though it were a
Lender.
(d) The Lender m ay at any ti m e pledge or a ssign a security interest in all or
any portion of its rights under this Agree m ent to secure obligat i ons of the Lender, including any
pledge or assign m ent to secure obligations to a F ederal Reserve Bank, and this Section shall not
apply to any such pledge or ass i g n m ent of a security i n te r est; p r o v i d e d that no such pledge o r
assign m ent of a security interest shall release the Lend e r from any of its obligations hereunder or
substitute any such pledgee or ass i gnee for the Lender as a party hereto.
Section 12.05. Survival. All covenants, agree m ents, representations and
warranties m ade by the Loan Pa rt ies in t h e L oan Documents and in the c erti f ic a t es o r ot h er
instru m ents delivered in conne c tion with or pursuant to this Agree m ent or any other Loan
Docu m ent shall be considered to have been relied upon by the other parties hereto and sha l l
survive the execution and deli v ery of the Loan Documents and the m aking of any Loans,
regardless of any investigation m ade by any such other party or on its behalf and notwithstanding
that the Lender m ay have had notice or knowledge of any Default or incorrect representation or
warranty at the ti m e any cre d it is extended hereunder, and shall cont i nue i n fu l l force and effect
as long as the principal of or any a ccrued interest on any Loan or any fee or any other a m ount
payable under this Agree m ent is outstanding a n d unpaid and so long as the Com m i t m ents have
not expired or ter m inated. The provisions of Sections 5.09, 5.10 and 12.03 and Article XI shall
survive and re m ain in full force and effect reg a rdless of the consum m ation of the transactions
conte m plated hereby, the repay m ent of the L o ans, the expiration or ter m ination of the
Com m it m ents or t h e t er m ination of this Agree m ent or any provision hereof.
Section 12.06. Counterparts; Integration; Effectiveness. This Agree m ent m ay be
executed in counterparts (and by different parties h e reto on different counterparts), each of which
shall constitute an original, but all of which when taken togeth e r s hall con s titute a sin g le
contract. T his Agreement, the ot h er Loan Doc um ents and any separate letter a g ree m ents with
respect to fees payable to the Lender constitute the e n tire contract a m ong the parties relating to
the subject m atter hereof and supersede any and all previous agree m ents and understandings, oral
or written, relating to the s ubject m atter hereof. Except as provided in Section 7.01(a), this
Agree m ent shall beco m e effective when it sha l l have been executed by the Lender and when the
Lender shall have received counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, a n d thereafter shall be bin d ing upon and inure to t h e benefit of
the parties hereto and their res p ecti v e success o rs and assigns. Delivery of an executed
counterpart of a signature page of this Agree m ent by telecopy shall be effective as delivery of a
m anually executed counterpart of this Agree m ent.
Section 12.07. Severabilit y. Any provision of this Ag r ee m ent held to be i n valid,
illegal or u nenforceable in any jurisdiction s h all, as to s u ch juris d iction, be ineffecti v e to t h e
extent of such invalidity, illegality or unenforce a bility with o ut a ff ecting the v a lidity, legality a n d
enforceability of the remaining pro v isions hereo f; and the in v ali d ity of a particular provision in a
particular jurisdiction shall not invalidate such provis i on in any other jurisdiction.
Section 12.08. Right of Setoff. If an Event of Default shall have occurred and be
contin u i ng, the Lender and each of its Affiliates is hereby a u thorized at any ti m e and from time
38

to ti m e, to the f ulle s t e x tent p er m itted by law, to set off and apply any and all deposits (general
or special, ti m e or d e mand, provisional or final) at any time held and other obligations at any
ti m e owing by the Lender or Affiliate to or for the credit or the account of the Borrowers against
any of and all the obligations of the Borrowers now or hereafter existing under this Agree m ent
held by the Lender, irrespective of whether or not the Lender shall have m ade any d e m and under
this Agreement and although such obligations m ay be un m atured. The rights of the Lender
under this Section are in addition to other rights and re m edies (in c luding other rights of setoff)
which the L ender m ay have.
Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE W I TH AND GOV E RN E D
BY T H E LAW OF T H E STATE OF N E W YORK.
(b) UHI and the Borrowers hereby irr e vocably and unconditi o nally sub m its,
for itself and its property, to the nonexclusive j u risdiction of the Supre m e Court of the State of New York sitting in New York County and of the United S t ates District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceedi n g
arising out of or relating to any Loan Docu m e nt, or for recognition or enforce m ent of a ny judg m ent, and each of the parties h ereto hereby irrev o cably and unconditio n ally a g rees that all clai m s in respect of any such action or procee d ing m ay be heard and d eter m ined in such New
York State or, to the e x tent p e r m itted by law, in such Fed e ral co u rt. E ach of the parties h e reto agrees that a final jud g m ent in any such acti o n or pr o ceeding shall be conclu s i ve and m ay be en f orced in other ju r i sdictions by s u it on the j u dg m ent or in any oth e r m anner provided by law. Nothing in this Agree m ent or any other Loan D o cu m ent shall affect a n y rig h t that the Lender m ay otherwise have to bring any action o r pr o ceeding relating to this Agree m ent or any other
Loan Docu m ent against the Borro w ers or its p r operties in the courts of any jurisdiction.
(c) UHI and the Borrowers hereby irrevocably and unconditionally waives, to
the fullest extent it m a y legally and effectively do so, any objection which it m ay now
or hereafter have to the la y i ng of venue of any suit, action or pr oceeding arising out of or relating to
this Agreement o r any other Loan Docu m ent in a ny court referred t o i n paragraph (b) of this
Section. Each of the p a rties hereto hereby irr ev ocably wai v es, to the fullest e x tent p er m itted by law, the defense of an inconvenient forum to the m aintenance of such a ction or proceeding in any such court.
(d) Each of the Servicer/M anager, t h e Guarantor and each Borrower here b y
irrev o cably agrees that service of p rocess in a n y such acti o n or p roceeding m ay be effected b y
m ailing a c o py thereof b y regi s t ered or certified m ail (or any substa n ti a lly si m ilar f o r m of m ail),
postage prepaid, to such Person at its address set forth in Section 12.01 or at such other address
of which the Lender shall have been notified pursuant ther e t o. Nothing in this Ag r eement o r any
other Loan Docu m ent will a ff ect the right of a ny party to this Agree m ent to s e rve p rocess in a n y
other m anner per m itted by law.
Section 12.10. WA IVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPL I CABLE LAW,
ANY RIGHT IT MAY HAVE T O A T RIAL BY JURY IN ANY L EGAL P R OCEEDING
39

DIRECT L Y OR INDI R ECTLY A R ISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY O T H E R LOAN DOCUM E NT OR THE T RAN S ACT I ONS CON T EMPLAT E D H E RE B Y
(WHE T H E R BAS E D ON CON T RACT, TO RT OR ANY OTH E R THEORY). EACH PAR T Y
HERE T O (A) CERTI F IES THAT NO REP R ESEN T A TIVE, AG E NT OR AT T O RN E Y OF
ANY O T HER PARTY HAS RE PR ESENT E D, EXPR E SS L Y OR O T HE R W ISE, T HAT S U C H
OTH E R PARTY WOULD NOT, I N THE EV ENT OF L I TIGATION, SEEK TO ENFORCE
THE FOR E GOING WAIVER AND (B) ACKNOWLEDGES THAT I T AND TH E OTH E R
PARTIES HERE T O HAVE B E EN INDUC E D TO ENT E R INTO T H IS AG RE EMENT B Y,
AMONG OTHER T H INGS, T H E MUTUAL WAIV E RS AND CE R TIFICATIONS IN TH I S SECTION.
Section 12.11. Headings. Article and Section headings and the Table of
Contents used herein are for c onvenience of reference only, are n o t part of this Agree m ent
and shall not affect the construction of, or be taken i n to consideration in interpreting, this Agree m ent.
Section 12.12. Con f identialit y. The Lender agre e s to m aintain the con f identiality
of the Infor m ation (as defined below) and not use the Infor m ation for any purpose not
conte m plated by this Agree m ent, except that Info r m ation m ay be disclosed (a) to its and its
Affiliates’ d i rectors, officers, e m ployees and agents, inclu d ing accountants, legal counsel and
other advis o rs (it being understood that the Per s ons to whom such disclosure is m ade will be in f or m ed of the con f ide n ti a l nat u re o f such In f o r m ation and instru c t ed to keep such I n f or m ation confidential), (b) to the extent requested by any r e gulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or si m ilar legal process, (d) to any other party
to this Agree m ent, (e) in con n ection with the exercise of any re m edies hereunder or any suit, action or proceeding relating to t h is Agree m ent or any other Loan Doc u m ent or the enforce m ent
of rights hereunder or thereunder, (f) subject to an agree m ent containing provisions substantially
the sa m e as those of this Section, to any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agree m ent, (g) with the consent of UHI or the Borrowers o r (h) to the extent s u ch Infor m ation (i) b e co m es publi c ly av a ila b l e oth e r
than as a result of a breach of this Section or (ii) be c o m es available to the Lender on a nonconfidential basis from a source other than UHI or the Borrower s. For the purposes of this
Section, “Info r m ation” m eans all i n fo r m ation received from UHI or the Borrowers rel a ting to UHI or the Borrowers or its business, other than any s u ch info r m ation that is publicly available
or available to the Lender on a nonconfidential basis prior to disclosure by UHI or the
Borrowers, provided that such infor m ation is identi f ied at the ti m e of deliv e ry as con f identi a l. Any Person required to m aintain t h e con f identiality of Infor m ation as provided in this Section shall be co n sidered to h ave co m plied with its o b li g ation to do so if such Person has exercised the sa m e degree of care to m aintain the con f identi a lity of such In f or m ation as such Pe r son would
accord to its own confidential infor m ation.
Section 12.13. Joint and Several Liability of Borrower s. Each Borrower
acknowledges and agrees that, whe t her or not specifically indicated as such in a Loan Docu m ent,
all Obli g ations shall b e joint and several O b ligations of each indi v i dual Borr o wer, and in
furtherance of such joint and se veral Obli g ations, each Borrower hereby irrevocably a n d
unconditio n ally guarantees the pa y m ent of all Obligatio n s of each other Borr o wer. Each
Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally
40

lia b l e to t h e Lender f or all re p rese n t a tions, wa r r a nties, co v e n ants, obligations and in d e m nities of the Borrowers hereunder.
[Signature P age Follow s]
41

Schedule 6.04
Liabilities (in Excess of $25,000,000)
1. U-Haul International, Inc. is the guarantor of all obligations under that A m ended and
Restated Credit Agree m ent a m ong A m erco Real E s tate Company, Amerco Real Estate Co m pany
of Texas, Inc., A m erco Real Estate Co m pany of Alab a m a, Inc., U-Haul Co. of Florida, U-Haul International, Inc. and Merri l l Lynch Com m e r cial F i nance Corp., dated as of June 8, 2005,
as a m ended, in the a m ount of $500,000,000.
2. U-Haul International, Inc. is the gu a rantor of certain obligations under the $240,000,000,
in aggregate a m ount, of CMBS lo a ns originated by Merrill Lynch Mortgage Lending, Inc. to
affiliates of U-Haul Interna t ional, I n c., dated Ju n e 8, 2005.
3. U-Haul International, Inc. is the gu a rantor of certain obligations under the $240,000,000,
in aggregate a m ount, of CMBS loans originated by Morgan Stanley Mortgage C apital, Inc. to
affiliates of U-Haul Interna t ional, I n c., dated Ju n e 8, 2005.
4. U-Haul Leasing & Sales Co. is the lessee un d er a Master Equip m ent Lease, between AIG
Com m ercial Equip m ent Finance, Inc., as l e ssor and U-Haul Leasing & Sales Co., dated
March 29, 2005, in the amount of $42,818,676.35.
5. U-Haul Leasing & Sales Co. is the lessee un d er a Master Equip m ent Lease, between
Banc of A m erica Leasing & Capital, LLC, as lessor and U-Haul Leasing & Sales Co., dated
Dece m ber 19, 1997, in the a m ount of $54,696,396.62.
6. U-Haul Leasing & Sales Co. is the lessee un d er a Master Equip m ent Lease, between
General Electric Capital Corporation, as l e ssor and U-Haul Leasing & Sales Co., dated
October 22, 2004, in the a m ount of $90,950,539.06.
7. U-Haul Leasing & Sales Co. is the lessee un d er a Master Equip m ent Lease, between
Merrill Lynch Capital, a division of Merrill Lynch Business Financi a l S e rvices I n c., a s l e ssor and
U-Haul Leasing & Sales Co., dated April 30, 2004, in the amount of $40,875,369.22.
8. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul Internation a l, Inc. are
borrowers p ursuant to a Credit Agree m ent between such parties, U-H aul I n ter n ational, I n c. as
guarantor and Merrill Lynch Com m ercial Finance Corporation, as lender, dated as of June 28,
2005, in an a m ount up to $150,000,000.
9. U-Haul Leasing is lessee under a Master Equip m ent Lease, between Chase Equip m ent
Leasing, Inc. as Lessor and U-Haul Leasing & S ales Co., dat e d June 17, 1999, in the a m ount of
$38,764,463.17.
10. U-Haul Leasing is lessee under a Master Equip m ent Lease, b e tween National City
Leasing Corporation, as Lessor and U-Haul Leasing & Sales Co., dated Dece m ber 15, 1999, in
the a m ount of $30,638,189.26.

11. Obligations as Guarantor under that certain P ro m issory Note dated August 12, 2005 in
the m ax i m u m a m ount of up to $50,000,000 (of which $20,000,000 has currently been drawn) m ade by AREC Holdings, LLC and UHIL Holdings, LLC i n favor of Morgan Stanley Mortgage
Capital, Inc.
12. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul Internation a l, Inc. are
borrowers p ursuant to a Credit Agree m ent between such parties, U-H aul I n ter n ational, I n c. as
guarantor and Merrill Lynch C o m m ercial Finance Corporation, as lender, dated as of
Nov e m ber 10, 2005, in an a m ount up to $150,000,000.
13. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul Internation a l, Inc. are
borrowers p ursuant to a Credit Agree m ent between such parties, U-Haul Inter n ati o nal, Inc. and
AMERCO as guarantors, Orange Truck Trust 2006, as Collateral Agent and BTMU Capital
Corporation, as lender, dated as of May 31, 2006, in an a m ount up to $150,000,000.
14. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul Internation a l, Inc. are
borrowers p ursuant to a Credit Agree m ent between such parties, U-H aul International, Inc., as
guarantor, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as lender, dated as of
June 6, 2006, in an a m ount up to $50,000,000.
15. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul Internation a l, Inc. are
borrowers p ursuant to a Credit Agree m ent between such parties, U-Haul Inter n ati o nal, Inc. and
AMERCO, as guarantors, and U.S. Bancorp Equip m ent F i nance Inc., as lender, dated as of
February 12, 2007, in an a m ount up to $30,000,000.
2

Schedule 6.15
Insuran c e Poli c ies
AMERCO Insurance Program
Liability a n d Excess In s u r a nce Policies
Business Auto
Various A Rated Carri e rs
Lead Excess Carrier AIG
$15 Million XS SIR
Service V e hicles and H a waii Rental Fleet Self Insured Retention
and Ala s ka R e ntal Fleet Self-Insured Status $5 Million
Re p u b lic W e stern P o licy Department of Transportaion
Arizona
M ini m u m Financial Minimum Financial
Res p o n s i b ility L i m its Responsibility Limits
The insura n ce program for AMERCO Workers Compensation
includes D&O Insurance, Cri m e, AIG
Aviation Insurance.
The excess liability insu r ance pro g r a m
includes business a u to. All ca r ri e rs
have drop down endorse m ents should
the carrier below be unable to respond. Property Insurance
AIG
$100 Million XS
Deductible
The self-insured status by Arizona
DOT is for those trucks licensed in Property Insurance
Arizona which are all trucks except for Deductible
those in Hawaii and Alaska. $500,000

EXHIBIT A
[FORM OF ASSIGN M ENT AND ACC E PTANC E]
ASSIGNMENT AND ACCEP TA NCE
Reference is m ade to the A m ended and R e stated Credit A g ree m ent, dated as of
March 12, 2007 (as the sa m e m ay be a m ended, supp l e m ented or otherwise m odified from ti m e to
ti m e, the “Credit Agree m en t”), among U-HAUL LEASING & SALES CO., a Nev a da
corporation, U-HAUL INTE R NATIONAL, INC., a N e vada corporation, and MERRILL
LYN C H C O MMERC I AL FINANCE CO R P., as Lender. Capitalized ter m s used herein but n ot
defined herein shall have the m eanings assigned to such ter m s in the Cre d it Agree m ent.
1. The assignor na m ed below (the “Assigno r”) sells and assigns, without
recourse, to the assignee n a m ed below (the “Assigne e”), and the Assignee hereby purchases and
assu m es, w i thout recourse, from the Assignor, effective as of the Effective Date set forth below,
the intere s t s set f orth b elow (the “A ssigned I n tere s t”) in the Assignor’s rights and obligations
under the Credit Agree m ent, inc l uding, without li m itation, the percentages and a m ounts set forth
on the reverse hereof of (a) the Commi t m ents of the Assi g nor on the E ffective Date and (b) t h e
Loans owing to the Assignor that are outstanding on the Effective Date. The Assignee hereby
acknowledges receipt of a copy of t he Credit Agree m ent. From and after the Effective Date (a)
the Assignee shall be a party to and be bound by t h e provisions of the Credit Agree m ent and, to
the extent o f the intere s t s as s i gned by this Assign m ent and Acceptance, have the rights a n d
obligations of a Lender thereunder and under the Loan Docu m ents and (b) the Assignor shall, to
the e x tent of the i n terests assig n ed b y this Assi g n m ent and Acceptance, relinquish its rights and
be released from its oblig a tions under the Credit Agree m ent (and in the event that this
Assign m ent and Acceptance covers all or the re m aining portion of t h e Assignor’s rights and
obligations under the C redit Agree m ent, the Ass i gnor shall cease to be a party thereto but shall
continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.05 thereof, as well as to any
fees accrued for its acc o unt and not yet pai d).
2. This Assig n m ent and Accepta n ce is being deli v ered to the Assignor a n d the
Borrowers, together with, if the Assignee is organized under the laws of a jurisdi c tion outside the
United St a t e s, the f or m s speci fi ed in Section 5.1 0 of the Cr e dit Agr e e m ent, duly c o mpleted and
executed by such Assig n ee.
3. This Agree m ent and Acceptance shall be g overned by, and construed in
accorda n ce with, the laws of the State of New York.
A-1

Date of Assign m ent:
Legal Na m e of Assignee:
Legal Na m e of Assignor:
Assignee’s Address for
Notices
E ff ective Date of Assign m ent (m ay not be f ewer than f i ve Business Days a f ter the
Date of Assign m ent):
The ter m s set forth above are hereby agreed to:
[_____________________]
as Assignor,
By:_____________________
N a m e:
Titl e:
[_________________________]
as Assignee,
By: _______________________
Name:
Title:
A-2

B-1
EXHIBIT B
[FORM OF GUARAN T EE AGRE E MENT]
GUARAN T EE
GUARAN T EE, dated as of M a rch 12, 2007, m ade by U-HAUL
INTERNA T IONAL, INC. (the “Guaranto r”), in favor of M ERRILL L YNCH COMMERCIAL
FINANCE CORP., as l ender (the “Lende r”), pa rties to the Credit Agr e e m ent re f erred to below.
RECI T A L S
Pursuant to the A m end e d and Restated C r edit A gree m ent, dated as of March 12,
2007 (as a m ended, supple m ented or otherwise m odified from t i me to ti m e, the “Credit
Agree m ent”), a m ong U-HAUL SA L ES & LEASING CO., U-HAUL CO. OF ARIZONA and U-
HAUL INTERNATIONAL, INC. (each, a “Borrowe r” and collecti v ely, the “Borr o wer s”), the Guarantor and the Lender, the Lender has agreed to m ake loans to the Borrower upon the ter m s and subject to the conditions set forth therein, such loans to be evidenced by the Note issued by
the Borrower thereunder. The Borr o wers are m embe r s of an affiliated gr oup of corporations that
includes t h e Guarantor. The Borrowers and t h e G u arantor are engaged in related businesses, a n d
the Guarantor will d e ri v e substa n ti a l dire c t and indire c t ben ef it f rom the m aking of the loans. I t
is a conditi o n precede n t to the ob l igation of the L ender to m ake the loa n s to the Borr o wers under
the Credit Agree m ent that the Guarantor hereto s hall have e x ecuted and d elivered t h is Guarantee
to the Lender.
NOW, THEREFORE, in consideration of the p re m ises and to ind u ce the Lender
to enter into the Credit Agree m ent and m ake the loans to the Borrowers, under the Cred i t
Agree m ent, the Guara n tor hereby a g rees with the Lender as f ollows:
1. Defined ter m s.
(a) Unless otherwise defined herein, ter m s defined in the Credit Agree m ent
and used her e in shall h ave t h e m eanings given to th e m in the Cr e dit Agree m ent.
(b) The words “hereof,” “herein” and “h ereunder” and words of si m ilar import
when used in this Guar a ntee shall r ef er to this Guarantee as a whole and not to any partic u l ar
provision of this Guarantee, and section and par a graph references are to this Guara n tee unless
otherwise specified.
(c) The m eanings given to ter m s defined her e in shall be e q ually ap p li c able
to both the singular and plural for m s of such ter m s.
2. Guarantee.
B-8

(a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Lender and
its respective successors, indorsees, transferees and assigns, the pro m pt and co m plete pay m ent
and performance by each of U-Haul Sales & Lea d ing Co. and U-Haul Co. of Arizona (each, an
“A ffiliate Borrower” a n d collectiv el y, the “A ffiliate Borrowers”) of its obligations under the
Loan Docu m ents, whether at s t ated m aturity, by acceleration or otherwi s e.
(b) Anything herein or in any other Loan Docu m ent to the contrary notwithstanding, the
m ax i m u m liability of the Guara n tor hereunder and under the other Loan Doc um en t s shall in no
vent exceed the a m ount which can be guarante e d by the Guarantor under applicable federal and
tate laws re lating to t h e insolvency of debtors.
(c) The Guarantor further agrees to pay any and all expenses (including, without
l i m itation, all fees and disburse m ents of counsel) which m ay be paid or incurred by the Lender in
enforcing, or obtaining advice of c o unsel in respect of, any rights with respect to, or collecting,
any or all of the Obligations and/or enforcing any rights with respe c t to, o r collecting again s t, the
Guarantor u nder t h is Guarantee. T his Guara n tee shall r emain in f ull f orce and e ff ect until the
Obligations are p aid in f ull and t h e Com m it m ents a re ter m inated, notwithstanding t h at f rom ti m e
to ti m e prior th e reto the A ff iliate B orrowers, i n dividu a lly o r colle c tiv el y, m ay be f ree f rom any
Obligations.
(d) The Guara n tor agrees that the Obligat i ons m ay at any ti m e and from ti m e to time
exceed the amount of the lia b i lity of the Guarantor hereunder wi t hout i m pairing this Guarantee
or affecting the rights and re m e dies of the Lender hereunder.
(e) No pay m ent or pay m ents m ade by a ny Borrower, the Guarantor, any other guarantor
or any ot h er Person or received or collected by the Lender from any Borrower, the Guarantor,
any other g uarant o r o r any other P erson by virtue of any action or pr o ceeding or any set-off or
appropriation or application at any ti m e or from t i m e to ti m e in redu c tion of or in pay m ent of the
Obligations shall be d ee m ed to modi f y, reduce, rel e ase or o t herwise a f fect the lia bi lity of the
Guarantor hereunder w hich shall, notwithstanding any such pay m ent or pay m ents other than pay m ents made by the Guarantor in respect of the Obligations or pay m ents received or collected
f rom the Guarant o r in respe c t of the Obligat i ons, re m ain liable for the Obligations up to the
m ax i m u m liability of t h e Guarantor hereunder until the O bligations are paid in full and the
Com m i t m ents are ter m inated.
(f) The Guarantor a g rees t h at whenever, at a ny ti m e, or f rom ti m e to ti m e, it shall m ake
any pay m ent to the Lender on a c count of its liability hereunder, it will notify the Lender in
writing that such pay m e nt is m ade under this Guarantee for such purpos e.
3. Right of Set-of f. The Guarantor hereby irrevocably auth o rizes the Lender at any ti m e
and from t i m e to ti m e without notice to the Gua r antor, any such notice being expressly waived
by the Guarantor, to set-off and appropriate and apply any and all deposits (general or special,
ti m e or d e mand, provisional or final), in any c u rrency, and any other credits, indebtedness or
clai m s, in any currency, in each ca s e whether direct or i n direct, absol u te or conting e nt, m atured
or un m atured, at any ti m e held or owing by the L e nder to or for the credit or the account of the
Guarantor, or any part thereof in such a m oun t s as the Lender m ay elect, against and on account
of the obli g ations and liabilities of the Guara n t o r to the Le n der hereun d er and clai m s of every
B-2

nature and description of the Lender against t h e Guarantor, in any currency, whether arising
hereunder, under the C redit Agree m ent, the Not e, any Loan Docu m e nts or otherwise, as the
Lender m ay elect, whether or not the Lender h a s m ade any d e m and for pay m ent and although
such obligations, liabilities and claims m ay be contingent or un m atured. The Lender shall n o ti f y
the Guarantor pro m ptly of any su c h set-off and the application m ade by the Lender, provided
that the failure to give such n o tice shall not affect t h e validity of such set-off and application.
The rights of the Lender a under this Section are in ad d ition to ot h er rights a n d re m edies
(including, without li m itation, other rights of set-off) which the Lender may have.
4. No Subrogation. Notwithstanding any pay m ent or pay m ents m ade by the Guarantor
hereunder or any set-off or application of funds of the Guarantor by the Lender, the Guarantor
shall n o t be entitled to be subrogated to any of the rights of the Lender agai n st the Af f iliate
Borrowers or any other guarantor or any collateral s ecurity or guarantee or right of offset held by
any Lender f or the payment of the O bligations, nor s h all the Guarantor s eek or b e e n titled to se e k
any contrib u tion o r r ei m burse m ent f rom the A ff iliate Borro w ers o r any other gu a rant o r in res p ect
of pay m ents m ade by the Guarantor hereunder, until all a m ounts owing to the Lender by the
Affiliate Borrowers on account of the Obligations are paid in full and the Com m i t m ents are
ter m inated. If any a m ount shall be paid to t h e Guarantor on account of such subrogation rights at
any ti m e when all of the Obligations shall not have been paid in full, such a m ount s hall be held
by the Guarantor in trust for the Lender, segregated from other funds of t he Guarantor, and shall,
forthwith u p on recei p t b y the Guarantor, be t u r n ed over to the Lender in the exact form received
by the Guarantor (duly indorsed by the Guarantor to the L ender, if required), to be applied
against the Obligations, whether matured or un m atured, in such order as the L ender m a y deter m ine.
5. A m end m en t s, etc. with respect to the Obligation s; Waiver of Right s. The Guarant o r
shall re m ain obligated hereunder notwithstanding that, without any reser v ation of rights against
the Guara n tor and wit h out notice to or further assent by the G u arantor, any de m and for pay m ent
of any of the Obligations m ade by the Lender ma y be rescinded by such party and any of the Obligations
continued, and the Obli g ations, or the liability of any other party upon or for any part thereo f, or any
coll a te r al secu r ity or guara n t ee t h erefor or right of offset with r es pect th e reto, m ay, f rom ti m e
to time, in whole or in pa rt, be renewed, extended, a m ended, m odified, accelerated, co m pro m i sed,
waived, surrendered or relea s ed by the Lender, and the Credit Agree m ent, the Note and the
other Loan Docu m ents and any other docu m ents executed and delivered in connection
therewith m ay be a m e nded, m odified, supple m ented or t er m inated, in whole or in part, as
the Lender may deem a d visable from ti m e to t i m e, and any collateral security, guarantee or
right of off s et at any t i m e held by the Lender f or the pay m ent of t h e Obligations m ay be sold,
exchanged, waived, surr e ndered or released. T h e Lender shall not have any obligation to protect,
secure, per f ect o r i n s u re any Lien at any ti m e held by it as security for the Obligations or for this
Guarantee or any property subject thereto. W h en m aking any de m and hereunder against the
G uarantor, the Lender m ay, but shall be under no obligation to, m ake a si m ilar demand on the
Af f iliate Borrowers o r a ny other g ua rantor, and a ny f ailure b y the Lend e r
to m ake any such de m and or to collect any pa y m ents f rom the A ff iliate Borrowers or any s u ch
other g u ara n tor o r any r e lease of an Af f iliate B o rrower o r s u ch oth e r gu a rantor sh a ll not r e lieve
the Guarantor of its obligations or liabilities hereunder, and shall not i m pair or affect the rights
and re m edies, express or i m plied, or as a m att e r of law, of t h e Lender a g ainst the Guarant o r. For
B-3

the purposes hereof “de m and” shall include t h e com m en c e m ent and continuance of any
legal procee d ings.
6. Guarantee Absolute and Unconditiona l. T h e Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Oblig a tions and notice of or proof of
reliance by the Lender u pon this Guarantee or accepta n ce of this Guara n tee, the Obligations, and
any of them, shall c o nclusi v ely b e dee m ed to have been created, contracted or incurred, or
renewed, extended, a m ended or waived, in reliance upon this Guarantee; and all dealings
between the Affiliate Borrowers a n d the Guara n tor, on t h e one hand, and the Le n der and t h e Af f iliate Borrowers, on the other h a n d, likewi s e s h a ll be con c lusiv e ly pr es u m ed to have been had
or consummated in reliance upon this Guarantee. The Guarantor waives dili g ence, present m ent,
prote s t, de m and for pay m ent and notice of d e fault o r n onpay m ent to or upon the Affiliate
Borrowers or the Gua r antor with r espect to t h e Oblig a ti o ns. The Guarantor understands and
agrees that this Guarantee shall be construed as a continuing, abs o lute and unconditional guarantee of pay m ent w i thout regard to (a) the va li d ity, reg u larity or enforcea b ility o f the Credit Agree m ent, the Note or any other L oan Docu m e nt, any of the Obligations or any other collateral
security therefor or guarantee or ri g ht of of f set with resp e ct ther e t o at a ny ti m e or from ti m e to
ti m e held by the Lender, (b) any defense, set-off or counterclaim (other than a defense of pay m ent of per f or m ance) which m a y at any ti m e be availa b l e to or be a sserted by the Af f iliate Borrowers against the L ender, or (c) any other c i rcu m stance whatsoever (with or without notice
to or knowledge of any Affiliate Borrower or the Guarantor) which constit u tes, o r m i ght be
construed to constitute, an equitable or leg a l discharge of any Aff i liate Borrower for the Obligations, or of the G uarant o r u n der this Guara n tee, in bankruptcy or in any other instance.
When pursuing its rights and re m e dies hereunder against the Guara n tor, the Le n der m ay, but
shall be under no obligation to, pursue such rights and re m edies as it m ay have against any
Af f iliate Borrower or a ny other Person or against any collate r al sec u rity or guar a ntee f or the Obligations or any right of offset with respect thereto, and any failure by the Lender to pursue
such ot h er rights or r e m e dies o r to c o lle c t any p a y m ents f rom any A ff ili a te Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of o ff set, or any r elea s e of any Af f iliate Borrower or any such o t her Pe r son or any such
collateral security, guarantee or right of offset, shall not r e lieve t h e Guarant o r of any liability
hereunder, and shall not i m pair or affect the r i ghts and re m edies, whether express, i m plied or
available as a m atter of law, of the Lender again s t the Guara n tor. This Guarantee shall re m ain in full force and effect and be binding in accor d a n ce with and to the extent of its ter m s upon the Guarantor and the successors and a s signs there o f, a nd shall inure to be benefit of the Lender, and
its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Gua r antor under this Guarantee shall have been satisfied by pay m ent in full
and the C o mmit m ents shall b e t er m inated, notwithstandi n g that f rom ti m e to ti m e during the term of the Credit Agr e e m ent the A ff iliate Bor r owers, indi v i dually or c olle c tiv e l y, m ay be f ree
from any Obligations.
7. Reinstate m ent. T h is G u arantee s h all continue to be effective, or be rein st ated, as the
case m ay b e, if at any ti m e pay m ent, or any part t h ereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,
dissol u tion, liqui d ation or reor g anization of any Affiliate Borrower or the Guarant o r, or upon o r
as a result o f the appoi n t m ent of a receiver, i n t e rvenor o r conservat o r of, or trustee or si m ilar
B-4

o ff i cer f or, any Af f iliate Borrower or the Gua r antor or any substantial part of its p roperty,
o r otherwise, all as though such pay m ents had not been m ade.
8. Not Affected by Bankruptcy. Notwithstanding any m o dification, discharge or
extension of the Obligations or any a m endment, m odification, stay or cure of the Lender's rights
which m ay occur in a n y bankrupt c y or reorga n ization case or procee d ing against a ny Affiliate Borrower, whether per m anent or te m porary, and whether or not assented to by t h e Lender, t h e
Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Obligations
and discharge their other obligations in accor d ance with the ter m s of the Obligations and the
ter m s of this Guarantee. The Guarantor under s tands and acknowledges tha t, by virtue of this
Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or
procee d ing with respect to any or all Affiliate Borrowers. W ithout in any way li m iting the
generality of the foregoing, any sub s equent m odif i cation of the Obligati o ns in any reorganization
case conc er ning any Af f iliate Borr o wer shall n ot a ff ect the obligation of the Guarantor to pay
and perform the Obligations in acc o rda n ce with the ori g inal ter m s thereof.
9. Pay m ent s. The Guarantor hereby g uarantees t h at pay m ents hereunder will be paid to
the Lender without set-off or coun t erclaim in U.S. Dollars at the office of the Lender specified in
Section 9.02 of the Credit Agree m ent.
10. Notices. All notices, requests and de m ands to or upon the Lender, or the Guarantor to
be e ff ective shall be in writing (or by telex, f ax or si m ilar ele c tro n ic trans f er c on f ir m ed in writin g) and shall be de e m ed to have been duly g i ven or m ade (1) when d eliv e red by hand or (2)
if given by m ail, when deposited in the m ails by ce r ti f ied m ail, return rec e ipt req u ested, o r (3) if
by telex, fax or si m ilar electronic transfer, when sent and receipt has been confir m ed, addressed
as f ollows:
(a) if to t h e L ender, a t its addr e ss o r trans m ission nu m ber for notices provided in
Section 12.01 of the Credit Agree m ent; and
(b) if to the Guarantor, at its address or trans m ission n u m ber for notices set forth under
its s i gnat u re below.
The Lender and the Guarantor m ay change its address and trans m ission nu m bers for notices
by notice in the m a nner provided in this Section.
11. Severabilit y. Any pro v i s ion of t h is G uarantee w h ich is pro h i b ited or u n enforcea b le in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforcea b ility witho u t invali d ating the re m ain i ng provisio n s hereof, a n d any such prohibition
or unenforceability in a n y jurisdiction shall not invalidate or render unen f orceable such provision
in any other juris d i c tion.
12. Integration. This Guarantee represents t h e a g ree m ent of the Guarantor with respe c t to
the su b j e c t m atter here o f and the r e are no promises or representat i ons by the Lender relative to
the subject m atter hereof not reflected herein.
13. A m end m en t s in Writing; No Waiver; Cumulative R e medies.
B-5

(a) None of the ter m s or provisions of this G uarantee may be waived, a m ended,
supple m ented or otherwise m odified except by a written instru m ent executed by the Guarantor
and the Lender, provided that any provision of t h is Guarantee m ay be waived by the L ender in a
letter or agree m ent executed by the L ender or by t e lex or facsi m ile trans m ission from t he Lender.
(b) The Lender shall not by a ny act (e x cept by a w ritten i n str u m ent pursuant to Se c ti o n
18(a) hereo f), delay, indulgence, o m ission or oth e rwise b e d ee m ed to have waived any right or
re m edy hereunder or to have acquiesced in any default or E vent of Default or in any breach of
any of the t er m s and conditions hereof. No fail u re to exercise, nor any delay in exercising, on
the part of the Lender, any right, power or privilege hereun d er shall operate as a waiver th e reof.
No single or partial exercise of any right, power or privilege hereunder shall preclude any other
or further e x erci s e there o f or the exercise of any other right, power or p r ivilege. A w aiver by t h e Lender of any right or re m edy h e reunder on any one occasion shall not be construed as a bar to
any right or re m edy wh i ch the Lender wou l d otherwise have on any future occasion.
The rights and re m edies herein provided are c u mulative, may be exercised singly
or concurrently and are not exclusive of a ny other rights or re m edies provided by law.
14. Section Headings. The section headings used in this Guarantee are for convenience
of reference only and are not to affect the const r uction hereof or be taken into consideration in
the interpretation hereof.
15. Successors and Assign s. This Gu a rantee shall be binding upon the successors and
assigns of the Guarantor and shall inure to t h e benefit of the Lender and its successors
and assigns.
16. GOV E RN I NG LA W. THIS GUARANTEE SHALL BE GOVE RN ED B Y, AND
CON S TRUED AND INTERP R ET E D IN A C COR D A N CE W I T H, T H E LA W O F T H E ST ATE
OF N E W YORK.
17. Sub m ission To Jurisdiction; Waiver s. The Guarantor h e reby irrevocably and unconditionally:
(a) sub m its for itself and its property in any legal action or procee d ing relating to this
Guarantee a nd the o t h e r Loan D o cu m ents to which it is a p a rty, or f or r ec o gnition and
enforce m ent of any judg m ent in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of A m erica for the Southern
District of New York, and appel l ate courts from a ny thereof;
(b) consents that any such action or proceed i ng m ay be brought in such courts and waives
any objecti o n that it m ay now or hereafter have to the venue of any such action or proceeding in
any such court or that s u ch action o r procee d ing was brought in an inco n venient co ur t and agrees
not to plead or claim the sa m e;
(c) agrees that service of process in a n y such action or proceeding m ay be effected by
m ailing a c o py thereof b y regi s t ered or certified m ail (or any substa n ti a lly si m ilar f o r m of m ail),
postage prepaid, to the Guarantor at its address set forth under its signature below or at such
other address of which the Lender shall have been notified pursuant hereto;
B-6

(d) agrees that nothing herein shall affect the rig h t to effect service of pr o cess in any
other m anner per m itted by law or s h all li m it the r i ght to sue in any other jurisdiction; and
(e) waives, to the m ax i m u m extent not prohibited by law, any right it m ay have to claim
or recover in any legal action o r proceeding ref e rred to in this Section any special, exe m plary,
puniti v e or c onsequential da m ages.
18. Acknowledg m ents. The Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execu t ion and delivery of this
Guarantee and the other Loan Doc um ents to which it is a party;
(b) The Lender has no fiduciary r e latio n ship with n o r duty to the Guarant o r a rising out of
or in conn ec tion with this Guara n tee or any of the other Loan Docu m ents to which it is a party,
and the relationship between the Guarant o r a n d the Affiliate Borrowers on the o n e hand, and Guarantor and Lender , on the other hand, in connect i on herewith or therewith is solely that of
debtor and creditor; and
(c) no joi n t v enture is c re a t e d hereby or by the other Loan Docu m ents or otherwise exists
by virt u e of the transactions conte m plated h er eb y a m ong the Guarantor, the Affiliate Borrowers
and the Le n der.
19. WAIVER OF JURY TRIAL. E A CH GUARAN T OR HER E BY I RREVOCABLY
AND UN C ONDITIONALLY WAIVES TRIAL BY JU R Y IN ANY LEGAL ACTION OR
PROCEED I NG RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTE R CLA I M THERE I N.
[Signature Page Follows]
B-7

B-1
IN W ITNESS WHEREOF, each of the undersi g ned has ca u sed this Guarantee to be duly executed and
delivered by its duly authorized officer as of the day and year first above written.
U-HAUL I N TE R NAT I ONAL, IN C.
By:__________________
N a m e:
Titl e:
Address for Notice s:
2727 North Central Avenue
Phoenix, Arizona 85004
Tel: (775) 688-6300
Fax: (775) 688-6338
Date: November __, 2005
ACC E PT E D AND AGREED:
MERRILL LYN C H CO MMERCIAL FINAN C E CO R P.
By: __________________
N a m e:
Titl e:
B-8

EXHIBIT C
FORM OF BORRO W I NG R E QU E ST
_____________, 20__
Merrill Lynch Bank Commercial Finance Corp.
4 W orld Financial Center, 10th Floor
New York, New York 10080
Attention: [________]
Re: $100,000,000 Credit Agree m ent
Ladies and Gentle m en:
The undersigned are Responsible Officers of U-Haul Leasing & Sales C o., U-Haul Co. of
Arizona and U-Haul Internation a l, I n c. (colle c ti v ely, the “Borrowers”), and are a u th o rized to
execute and deliv e r t h is Borrowing Request on behalf of the Borrowers pursuant to the A m ended
and Restated Credit Agree m ent, dated as of March 12, 2007 (as a m ended, supple m ented or
modi f i ed f rom ti m e to ti m e, the “Agreement”), among the Borrowers, U-Haul International, Inc.,
as Servicer/Manager a n d Guarantor, and Merri l l Lynch Com m ercial Finance Corp. Capitalized
ter m s not otherwise defined herein have the m eanings ascri b ed thereto in the Agree m ent. The
Borrowers hereby request that a Loan be m ade under the Agree m ent on __________, 20__ in the
a m ount of $__________. In connection with the foregoing, the undersigned hereby certifies, on
behalf of the Borrowers, as follows:
(i) Each of the representations and warranties contained in Article Six
of the Agree m ent is true and correct in all r e spects on and as of the date hereof as though
m ade as of t he date hereof and on the date of the Loan requested hereby, im m ediately
after gi v i ng effect to the such Loan.
(ii) No Default or Event of Defa u lt has occurred and is occurring. No
De f ault, Event of De f ault or Borrowing Base Deficie n cy will exist as a r e s ult of m aking
the requested Loan.
(iii) Attached hereto as Sc he dule I is a copy of the Borrowing Base
Certificate calculated as of ______, 20__, together with an acco m panying Vehicle
Schedule.
(iv) Attached hereto as Schedule II is the con f ir m ation of receipt of the
Custodian required pursuant to Section 4.02(b) of the Agree m ent, if applicable.
(v) No Material Adverse Change has occurred since June 28, 2005.
C-1

The infor m a tion supplied in the Sc h edules hereto is acc u rate as of the dates specified therein.
U-HAUL L EASING & SALES CO.
By: __________________
N a m e:
Titl e:
U-HAUL C O. OF ARI Z ONA
By: __________________
N a m e:
Titl e:
U-HAUL I N TE R NAT I ONAL, IN C.
By: __________________
N a m e:
Titl e:

EXHIBIT D
[FORM OF BORRO W I NG BASE CERTIFICATE]
D-1

M o nth l y A n a l ysis
A g ed Truck Re vo l v ing F a cility
B o rr o wing Base An a lysis
Date: 3/1 2/2 0 0 7
B o rr o wing Base C a lculati o n
Age Model Type Model Year Assigned Value # of Units Market Value Advance Rate Borrowing Base

14 y ears | DC | 1 99 3 | $2,50 0 | 1,1 2 1 | $2,80 2,5 0 0 | 6 5% | $1,82 1,6 2 5
13 y ears | DC | 1 99 4 | $3,50 0 | 4,1 4 4 | $1 4,5 0 4,00 0 | 6 5% | $9,42 7,6 0 0
12 y ears | DC | 1 99 5 | $4,50 0 | 1,7 0 9 | $7,69 0,5 0 0 | 6 5% | $4,99 8,8 2 5
11 y ears | DC | 1 99 6 | $5,00 0 | 3,6 4 4 | $1 8,2 2 0,00 0 | 6 5% | $1 1,8 4 3,00 0
10 y ears | DC | 1 99 7 | $5,50 0 | 3,5 1 1 | $1 9,3 1 0,50 0 | 6 5% | $1 2,5 5 1,82 5
9 y ears | DC | 1 99 8 | $6,00 0 | 1,8 0 2 | $1 0,8 1 2,00 0 | 6 5% | $7,02 7,8 0 0
8 y ears | DC | 1 99 9 | $6,50 0 | 2,8 7 9 | $1 8,7 1 3,50 0 | 6 5% | $1 2,1 6 3,77 5
13 y ears | EL | 1 99 4 | $4,50 0 | 3,4 4 6 | $1 5,5 0 7,00 0 | 6 5% | $1 0,0 7 9,55 0
10 y ears | EL | 1 99 7 | $5,50 0 | 1,3 9 7 | $7,68 3,5 0 0 | 6 5% | $4,99 4,2 7 5
9 y ears | EL | 1 99 8 | $6,50 0 | 3,8 5 8 | $2 5,0 7 7,00 0 | 6 5% | $1 6,3 0 0,05 0
7 years | EL | 2 000 | $9,000 | 5 5 1 | $4,95 9,0 00 | 6 5% | $3,22 3,3 50
14 y ears | GH | 1 99 3 | $3,50 0 | 2,0 6 5 | $7,22 7,5 0 0 | 6 5% | $4,69 7,8 7 5
1 3 years | GH | 1 994 | $4,500 | 2 5 2 | $1,13 4,0 00 | 6 5% | $73 7,1 00
12 y ears | GH | 1 99 5 | $5,50 0 | 1,1 7 2 | $6,44 6,0 0 0 | 6 5% | $4,18 9,9 0 0
8 years | GH | 1 999 | $8,500 | 2 3 9 | $2,03 1,5 00 | 6 5% | $1,32 0,4 75
7 years | GH | 2 000 | $9,500 | 2 2 6 | $2,14 7,0 00 | 6 5% | $1,39 5,5 50
7 years | JH | 2000 | $10,750 | 182 | $1,956,500 | 65% | $1,271,725
|  |  |  | 32,198 | $166,222,000 |  | $108,044,300

EXHIBIT E
[FORM OF MONTHLY SETTLE M ENT REPORT]
E-1

[ML to provide revised f orm of report]
E-2

EXHIBIT F
FORM OF NOTE
NOTE
$100,000,000.00 March 12, 2007
FOR VALUE RECEIVED, U-Haul Leasing & Sales Co., a N e vada corporation, U-Haul
Co. of Arizona, an Arizona corporation an U-Haul Int e r n ation a l, Inc., a Nevada Corporation
(collectiv e l y, the “Borrowers”), joi n tly and sev e rally, hereby unconditio n ally pro m ise to pay to
Merrill Lynch Commercial Finance Corp., a Delaware corporation (the “Lende r”), by wire
transfer to such location or account in the United States as the Lender shall specify to the
Borrower fr o m time to time, in Federal or other immediately available funds in lawful money o f
the United States the principal a m ount of ONE HUNDRED MILLION DOLLARS
($100,000,000.00) or, if less, the aggregate unpaid p r incipal a m ount of all Loans m ade to the Borrower pursuant to t h e Agree m ent (as de f i ned herein) in install m ents in such a m ounts and on
such dates as are deter m ined pursuant to t h e Agree m ent.
The Borrowers, jointly and severally, pro m ise to pay interest on the unpaid principal
a m ount of all Loans m ade by the L ender hereund e r and under the Agree m e n t from ti m e to ti m e
from the date each such Loan is m ade until pay m e n t in full t h ereof, in li k e m oney at t h e rates and
on the dates set forth in the Agree m e nt.
To the extent not due prior to such ti m e, t h e entire unpaid principal balance of this Note,
together with accrued u npaid interest, shall be due and payable upon t h e occurre nc e of an Ev e nt
of Default.
The Lender shall (i) record on its b ooks the date and a m ount of each Loan m ade by the
Lender to the Borrower hereund e r and (ii) prior to any transfer of this N ote (or, at the discretion
of the Lender, at any other ti m e), endorse such infor m ation on the schedule attached hereto
or any continuation thereof. The failure of the L ender to m ake any such recordation sh a ll n o t a ff ect
the obligations of the Borrowers un d er t h is Note or the Agr ee m ent.
This Note m ay be assigned or participated only in accordance w ith Section 12.04(b) of
the Agree m ent. Any p urported as s i gn m ent or particip a tion of this Note in vi o l a ti o n of such
Section shall be null and void ab initio.
This Note is the Note re f erred to in a nd is e n titl e d to the be n e f its and su b j ect to the t e r m s
of, the A m ended and Restated Credit Agree m e n t, dated as of March 12, 2007 (as a m ended, supple m ented or m odified from t i m e to ti m e, the “Agreemen t”), a m ong t he Borrowers, U-Haul
Inter n ational, Inc., as Servicer/M anager a nd Guarantor, and the Lender. The Agree m ent
contai n s, among other things, provisions for accelerati o n of the mat u rity hereof upon the occurrence of certain stated eve n ts and also for prepay m ents on account of the principal hereof
prior to the m aturity hereof upon the ter m s and conditions s p ecified t h erein.
F-1

Except as otherwise specified in the Agree m ent, present m ent, de m and, protest and all
other notices of any kind are hereby expressly waived by the Borrowers.
Capitalized ter m s used herein t h at are not otherwise defined shall have the m eanings
ascri b ed thereto in the A gree m ent.
THIS NOTE SHALL BE CONSTRUED I N ACCORDANCE W ITH, AND BE GOVERNED
BY, THE LAWS OF THE STATE OF NEW YORK.
U-HAUL L EASING & SALES CO.,
as a Borro w er
By: __________________
N a m e:
Titl e:
U-HAUL C O. OF ARI Z ONA,
as a Borro w er
By: __________________
N a m e:
Titl e:
U-HAUL I N TE R NAT I ONAL, IN C.
as a Borro w er
By: __________________
N a m e:
Titl e:
F-2

SCHEDULE TO NOTE
Date of Loan Amount of Loan Date of Payment/Prepayment Amout of Payment/Prepayment Initialed by
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
__________________ __________________ __________________ __________________ __________________
F-3

EXHIBIT G
MARKET VALUE
A. W ith respect to any Vehicle t h at has a Truck Age of greater than five (5) years, its
“Market Value” shall be as follows:

Truck Age | Model Type
(in years) | EL | D C | GH | JH
5.5 | $12,400 |  |  | $14,000
6.0 | $10,950 |  |  | $13,000
6.5 | $9,500 | $7,000 | $10,000 | $12,000
7.0 | $9,000 | $7,000 | $9,500 | $10,750
7.5 | $8,500 | $7,000 | $9,000 | $9,500
8.0 | $7,750 | $6,500 | $8,500 | $8,750
8.5 | $7,000 | $6,000 | $8,000 | $8,000
9.0 | $6,500 | $6,000 | $7,500 | $7,500
9.5 | $6,000 | $6,000 | $7,000 | $7,000
10.0 | $5,500 | $5,500 | $7,000 | $7,000
10.5 | $5,000 | $5,000 | $7,000 |
11.0 | $5,000 | $5,000 | $6,500 |
11.5 | $5,000 | $5,000 | $6,000 |
12.0 | $5,000 | $4,500 | $5,500 |
12.5 | $5,000 | $4,000 | $5,000 |
13.0 | $4,500 | $3,500 | $4,500 |
13.5 | $4,000 | $3,000 | $4,000 |
14.0 | $3,500 | $2,500 | $3,500 |
14.5 | $3,000 | $2,000 | $3,000 |
15.0 | $2,500 | $2,000 | $2,500 |
15.5 | $2,000 | $2,000 | $2,000 |
16.0 | $2,000 | $2,000 | $2,000 |
16.5 |  | $2,000 | $2,000 |

B. W ith respect to any Vehicle that has a Truck Age of five (5) years or less, its “Market
Value” shall be the Black Book value of such vehicle as printed in the most recent
January or July Black B ook, or such other value to which the Lender and the Borrowers
m ay mutually agree.
G-1

EXHIBIT H
[RESERVED]
H-1

EXHIBIT I
[Reserved]
I-1

EXHIBIT J
[Reserved]
J-1

EXHIBIT K
W I RE INS T RUCTIONS
To Lender:
Account No. A/C 62030
Bank: MLBUSA
Address: 4 W orld Financial Center
New York, New York 10080
ABA No.: 124-084-669
Reference: 020-000-1133 CFCGABF
Re: CoPer Id#: 63931
To Borrowers:
JP Morgan Chase
Phoenix, AZ
ABA# 1221 0002 4
For benefit of: U-Haul
Account # 42 4903
K-2

ANN E X I
ELIGIBLE VEHICLE COLLATERAL
As of any date of deter m ination, a Vehicle constitutes Eligible Vehicle Collateral
if such Vehicle m eets all of the require m ents set forth below:
(i) such Vehicle is a m otor vehicle c o mprising part of Borrower’s “U-M o ve” fleet;
(ii) such Vehicle is in good working c o ndition and the Ser v icer/Manager has
perfor m ed a ll m aintena n ce on such Collater a l in accorda n ce with industry standar d s;
(iii) when such Vehicle is p ooled with all other Vehicles, the average Truck
Age of all Vehicles is n o t greater than 12 years;
(iv) the Truck A ge of such Vehicle is not greater t h an 14 years old;
(v) such Vehicle is, when not rented by a consu m er in the ordinary course of
Borrower’s business, lo c ated a t U-M ove rental l o catio n s in t h e United St a t es;
(vi) the Lender has a legal, valid and enforceable security i n tere s t in s u ch
Vehicle and the interest of the Lender in t h e C o ll a ter a l is per f ected u n der the applicable st at e
motor vehicle law, p ri o r to and e n forceable a g ainst all creditors of and purchasers from the
Borrowers and all ot h er Persons whatsoever (other t h an the Lender and its successors a n d
assigns); provided that f or a period of 120 days after the date on which such Vehicle is pledged
to the Lender under the Sec u rity Agree m ent, a Vehicle shall be d ee m ed to satisfy this clause (vi),
notwithstanding that the Lien of the Lender is n o t noted on t h e related Ce r ti f ic a t e of Titl e; and
(vii) within 120 days of the date on which a Ve h i cle is pled g ed to the Len d er
pursuant to the Security Agree m ent (A) the Ce r ti f ic a t e of Title f or such Vehicle sh a ll be
a m ended or reiss u ed to note the L i en of “MERRILL LYNCH CO M MERCIAL FINANCE
CORP.” in the m anner prescribed in the applica b le jurisdi c ti o n, (B) if necessary to pe rf ect in any
juris d i c tion, the lien of the Lender shall be ide n tified on a notice of lien or other filing m ade in
the appropriate state m o tor vehicle filing office, and (C) all applica b le f ees in connection with
the a c ti v iti e s des c ribed in the f ore g oing clauses (A) and (B) sh a ll b e p a id in f ull; provided, that
notwithstanding clause (A), with respe c t to those ju r i sdict i ons th a t have a tw e nty-f ive (2 5)
chara c ter li m itation when noting t h e na m es of lien holders, such Certi f icates of Title shall n o te a
Lien in favor of “MERRILL LYNCH COM F I N CRP” or such other for m ulation acceptable to
the Lender.
Capitalized ter m s used herein th a t are not otherwise defined shall have the m eanings ascribed
the r eto in the Ag r ee m ent to which t h is Annex I is a t ta c hed.
A n n e x I-1