<PAGE>
EXECUTION COPY
AMERCO
$80,000,000 9.0% CLASS B SECOND LIEN SENIOR SECURED NOTES DUE
2009
PURCHASE AGREEMENT
March 1, 2004
To the initial purchasers named in Schedule
A
attached hereto ("PURCHASERS")
Ladies and Gentlemen:
Amerco, a Nevada corporation ("ISSUER") and each of the
Guarantors that are signatory hereto
("INITIAL GUARANTORS"), hereby agree with
you as follows:
SECTION 1. ISSUANCE OF NOTES.
1.1.
Issuer proposes to issue and sell to Purchasers
$80,000,000 aggregate principal amount of
the Issuer's 9.0% Class B Second Lien
Senior Secured Notes due 2009 (the
"NOTES"). The Notes will be issued pursuant
to an indenture (as amended, restated,
supplemented and otherwise modified from
time to time, the "INDENTURE",
substantially in the form attached hereto as
Exhibit A), to be dated as of the date
hereof, by and among Issuer, the
Guarantors, and Wells Fargo Bank, N.A., as
indenture trustee (the "TRUSTEE") and
as collateral trustee (the "COLLATERAL
TRUSTEE"). The Guarantors will jointly
and severally guarantee the obligations
under the Notes and the Indenture
(collectively, the "GUARANTY"). The
obligations under the Notes will be secured
by mortgages on, security interests in or
pledges of (the "SECURITY INTERESTS")
certain assets (the "COLLATERAL") of Issuer
and the Guarantors (collectively,
"GRANTORS") pursuant to the Security
Documents. The Security Interests will
secure the payment and performance when due
of all of the obligations of
Grantors under the Indenture and the other
Note Documents. The Trustee shall
enter into the Intercreditor Agreement,
dated as of the date hereof (the
"INTERCREDITOR AGREEMENT"), substantially
in the form attached hereto as Exhibit
B, with Wells Fargo Foothill, Inc., as
administrative agent (the "BANK AGENT")
under that certain Loan and Security
Agreement, dated as of the date hereof,
among the borrowers party thereto, the
lenders party thereto, and Wells Fargo
Foothill, Inc., as lead arranger,
administrative agent and collateral agent, and
as may be further amended, supplemented,
restated or otherwise modified from
time to time in accordance with the
Intercreditor Agreement (the "SENIOR CREDIT
AGREEMENT").
1.2.
The issuance of the Notes on the terms set forth
herein shall be defined as the
"OFFERING".
1.3.
The Notes will be offered and sold to Purchasers
pursuant to an exemption from the
registration requirements under the Securities
Act of 1933, as amended (the "ACT").
1.4.
Upon original issuance thereof, and until such time
as the same is no longer required under the
applicable requirements of the Act,
the Notes shall bear the legends required
under the Indenture.
1.5.
For the purposes of this Purchase Agreement, dated as
of the date set forth above, among Issuer,
Initial Guarantors and Purchasers (as
amended, restated, supplemented and
otherwise
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
modified from time to time, this
"AGREEMENT") capitalized terms are used as
defined in Annex I attached hereto.
SECTION 2. AGREEMENTS TO SELL AND PURCHASE. On the basis of
the representations, warranties and
agreements contained herein and in the
Indenture, and subject to the terms and
conditions hereof and of the Indenture,
Issuer shall issue and sell to Purchasers
(and, in order to induce Purchasers to
purchase the Notes, the Grantors shall
grant the Security Interests) and
Purchasers agree to purchase from Issuer,
$80,000,000 aggregate principal amount
of the Notes for a purchase price equal to
$80,000,000 less original issue
discount of 2%, which equals $78,400,000
(the "PURCHASE PRICE").
SECTION 3. TERMS OF OFFERING. The transactions contemplated by
the Note Documents, including without
limitation the Offering and the use of the
proceeds therefrom are collectively
referred to herein as the "TRANSACTIONS."
Unless the context requires otherwise, all
agreements, representations and
warranties of Issuer set forth in this
Agreement are made after giving pro forma
effect to the Plan of Reorganization.
SECTION 4. DELIVERY AND PAYMENT. Delivery to Purchasers of and
payment for the Notes shall be made at a
Closing (the "CLOSING") to be held at
such time and on such date as agreed to by
the parties (the "CLOSING DATE") at
the location agreed to by the parties. The
Closing Date and the location of
delivery of and the form of payment for the
Notes may be varied by agreement
between Purchasers and Issuer.
Issuer shall deliver to Purchasers one or more certificates
representing the Notes, each in definitive
form, registered in such names and
denominations as Purchasers may request,
against payment by Purchasers of the
aggregate Purchase Price therefor by
immediately available federal funds bank
wire transfer to such bank account as
Issuer shall designate to Purchasers at
least two business days prior to the
Closing. The portion of Purchase Price
payable by each Purchaser is set forth on
Schedule A attached hereto.
The certificates representing the Notes in definitive form
shall be made available to Purchasers for
inspection at the offices of Sidley
Austin Brown & Wood LLP, 555 West 5th
Street, 40th Floor, Los Angeles,
California 90013 (or such other place as
shall be reasonably acceptable to
Purchasers) not later than 10:00 a.m. one
business day immediately preceding the
Closing Date.
SECTION 5. AGREEMENTS OF GRANTORS. Each Grantor hereby agrees:
5.1.
To (i) advise Purchasers promptly after obtaining
actual knowledge (and, if requested by
Purchasers, confirm such advice in
writing) of (A) the issuance by any state
securities commission of any stop
order suspending the qualification or
exemption from qualification of any of the
Notes for offer or sale in any
jurisdiction, or the initiation of any proceeding
for such purpose by any state securities
commission or other regulatory
authority, or (B) the happening of any
event not otherwise disclosed pursuant to
one or more disclosure schedules to the
Note Documents that makes any statement
of a material fact made in the SEC
Documents or Bankruptcy Documents untrue or
that requires the making of any additions
to or changes thereto in order to make
the statements therein, in the light of the
circumstances under which they were
made, not misleading, (ii) use its
commercially reasonable efforts to prevent
the issuance of any stop order or order
suspending the qualification or
exemption from qualification of any of the
Notes under any state securities or
blue sky laws, and (iii) if at any time any
state securities commission or other
regulatory authority shall issue an order
suspending the qualification or
exemption from qualification of any of the
Notes under any such laws, use its
commercially reasonable efforts to obtain
the withdrawal or lifting of such
order at the earliest possible time.
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
5.2.
To cooperate with Purchasers and Purchasers' counsel
in connection with the qualification of the
Notes under the securities or blue
sky laws of such jurisdictions as
Purchasers may request and continue such
qualification in effect so long as
reasonably required for Exempt Resales;
provided, that Issuer shall not be required
in connection therewith to file any
general consent to service of process or to
qualify as a foreign corporation in
any jurisdiction where it is not now so
qualified or to subject itself to
taxation in respect of doing business in
any jurisdiction in which it is not
otherwise so subject.
5.3.
Whether or not any of the Transactions are
consummated or this Agreement is
terminated, to pay (i) all costs, expenses,
fees and taxes incident to and in
connection with (A) the preparation, printing,
processing, distribution and delivery
(including, without limitation, word
processing and duplication costs) of each
of the Note Documents, other than the
fees of Purchaser's counsel, and all other
agreements, memoranda, correspondence
and other documents prepared and delivered
in connection herewith, (B) the
issuance and delivery of the Notes,
including the fees of the Trustee, (C) to
the extent required for Exempt Resales, the
qualification of the Notes for offer
and sale under the securities or blue sky
laws of the several states, and (D)
the preparation of the Notes, (ii) all fees
and expenses of the counsel and
accountants of Issuer, (iii) all fees and
expenses (including fees and expenses
of counsel) of Issuer in connection with
approval of the Notes by DTC for
"book-entry" transfer, (iv) all fees
charged by rating agencies in connection
with the rating of the Notes, (v) all fees
and expenses (including reasonable
fees and expenses of counsel) of the
Trustee and Collateral Trustee and (vi) the
Commitment Fee, Work Fee and Break-Up Fees
as required, and defined, in the Term
Sheets.
5.4.
To the extent it may lawfully do so, not to insist
upon, plead, or in any manner whatsoever
claim or take the benefit or advantage
of, any stay, extension, usury or other
law, wherever enacted, now or at any
time hereafter in force, that would
prohibit or forgive the payment of all or
any portion of the principal of or interest
on the Notes, or that may affect the
covenants or the performance of the
Indenture (and, to the extent it may
lawfully do so, Issuer hereby expressly
waives all benefit or advantage of any
such law, and covenants that it shall not,
by resort to any such law, hinder,
delay or impede the execution of any power
granted to the Trustee in the
Indenture or the Collateral Trustee in the
Security Documents but shall suffer
and permit the execution of every such
power as though no such law had been
enacted).
5.5.
To deliver to the Bank Agent copies of Uniform
Commercial Code, tax and judgment lien
searches confirming the absence of, and
mortgage releases, termination statements
and other release documents from
JPMorgan and any other Person necessary to
release any Liens on the Collateral,
other than the Permitted Liens, in
accordance with the terms of the Senior
Credit Agreement.
5.6.
Not to, and to ensure that no affiliate (as defined
in Rule 501(b) of the Act) of Issuer will,
sell, offer for sale or solicit
offers to buy or otherwise negotiate in
respect of any "security" (as defined in
the Act) that would be integrated with the
sale of the Notes in a manner that
would require the registration under the
Act of the sale to Purchasers of the
Notes.
5.7.
For so long as any of the Notes remain outstanding,
during any period in which Issuer is not
subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), to make
available, upon request, to any owner of
the Notes in connection with any sale
thereof, and any prospective purchaser of
such Notes from such owner, the
information required by Rule 144A(d)(4)
under the Act.
5.8.
To:
(i) execute and cause the Definitive Notes to be
authenticated by the Trustee, (ii) deliver
the same to the Trustee to be held in
trust in accordance with the terms of that
certain Escrow
AMERCO NOTE PURCHASE AGREEMENT
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Letter, dated as of the date hereof, in
substantially the form set forth in
Exhibit C hereto, and (iii) to deliver
evidence of the foregoing satisfactory to
the Purchasers. Each such Definitive Note
shall represent an aggregate principal
amount for each Purchaser equal to the
"Principal Amount of Notes Purchased" set
forth next to each such Purchaser's name on
Schedule A hereto.
5.9.
[INTENTIONALLY OMITTED]
5.10. Not
to, and not to authorize or permit any person
acting on their behalf to, (i) distribute
any offering material in connection
with the offer and sale of the Notes, or
(ii) solicit any offer to buy or offer
to sell the Notes by means of any form of
general solicitation or general
advertising (including, without limitation,
as such terms are used in Regulation
D under the Act) or in any manner involving
a public offering within the meaning
of Section 4(2) of the Act.
5.11. The
Purchasers shall have a separate right to inspect
the property and books and records of the
Grantors at reasonable times (but
prior to any Event of Default as defined in
the Indenture no more frequently
than quarterly), and to have discussions
with the Grantors' outside accountants,
provided that, when appropriate, in
conducting the activities associated with
the exercise of such rights, the Purchasers
shall rely on information and
analysis prepared for or by the Bank Agent,
subject to its consent.
5.12. The Issuer shall offer to
exchange the Notes pursuant
to a registered exchange offer filed with
the Commission within 60 days of the
Closing Date and to be declared effective
within 90 days thereafter (the
"EXCHANGE OFFER"), as more fully described
in the Registration Rights Agreement.
The Registration Rights Agreement and the
Notes shall provide that failure to
offer and complete the Exchange Offer shall
result in a 0.25% increase of the
annual interest rate for the first quarter
or portion thereof during the failure
and 0.5% for each quarter or portion
thereof thereafter up to a maximum increase
of 2.0%. per annum.
5.13.
Within 60 days of the Closing Date the Issuer shall
cause the Class B Notes to be rated by
Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., or another
nationally recognized statistical rating
organization (as such term is defined for
purposes of Rule 436(g)(2) under the
Act).
5.14.
During the two year period after the Closing Date (or
such shorter period as may be provided for
in Rule 144(k) under the Act, as the
same may be in effect from time to time),
to not, and to not permit any current
or future subsidiaries of Issuer or any
other affiliates (as defined in Rule
144A under the Act) controlled by Issuer
to, resell any of the Notes which
constitute "restricted securities" under
Rule 144 that have been reacquired by
Issuer, any current or future subsidiaries
of Issuer or any other affiliates (as
defined in Rule 144A under the Act)
controlled by Issuer, except pursuant to an
effective registration statement under the
Act.
5.15. To
treat as original issue discount within the
meaning of Code Section 1273(a)(1), 2% of
the aggregate principal amount of the
Notes Issued on the Closing Date.
5.16. To
use the net proceeds received by Issuer from the
sale of the Notes to (i) fund Issuer's
reorganization as contemplated in the
Plan of Reorganization, (ii) pay costs,
fees and expenses incurred in connection
with the Transactions, (iii) provide for
ongoing working capital needs in the
ordinary course of business of Grantors,
and (iv) for other lawful general
corporate purposes not prohibited under the
Note Documents.
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
5.17.
During the period of two years after the Closing
Date, Issuer will not be or become an
open-end investment company, unit
investment trust or face-amount certificate
company that is or is required to be
registered under Section 8 of the
Investment Company Act.
5.18.
Unless a fixed time period is provided in this
Section 5, Grantors' obligations under this
Section 5 shall terminate on the
date upon which no Purchaser or any of its
respective affiliates continues to
hold Notes acquired on the Closing
Date.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF GRANTORS. In
order to induce the Purchasers to enter
into this Agreement, each Grantor makes
the following representations and
warranties to the Purchasers, which
representations and warranties shall be
true, correct, and complete, in all
material respects, as of the Closing Date,
and such representations and
warranties shall survive the execution and
delivery of this Agreement:
6.1.
No injunction or order has been issued that either
(i) asserts that any of the Transactions is
subject to the registration
requirements of the Act, or (ii) would
prevent or suspend the issuance or sale
of any of the Notes, in any jurisdiction.
As of the Closing Date and except as
otherwise disclosed on one or more
disclosure schedules to the Note Documents or
the Bankruptcy Documents, the SEC
Documents: (x) will not contain any untrue
statement of a material fact or omit to
state any material fact necessary in
order to make the statements therein, in
light of the circumstances under which
they were made, not misleading; and (y)
will contain all the information
specified in, and meet the requirements of,
Rule 144A(d)(4) under the Act.
Except as disclosed in the SEC Documents,
there are no related party
transactions that would be required to be
disclosed in a registration statement
on Form S-1 filed under the Act.
6.2.
Each Grantor (i) has been duly organized, is validly
existing and is in good standing under the
laws of its jurisdiction of
organization, (ii) has all requisite power
and authority to carry on its
business and to own, lease and operate its
properties and assets described in
the SEC Documents and the Bankruptcy
Documents, and (iii) is duly qualified or
licensed to do business and is in good
standing as a foreign corporation, as the
case may be, authorized to do business in
each jurisdiction in which the nature
of such businesses or the ownership or
leasing of such properties requires such
qualification, except where the failure to
be so qualified could not, singly or
in the aggregate, reasonably be expected to
have a material adverse effect on
(A) the properties, business, prospects,
operations, earnings, assets,
liabilities or condition (financial or
otherwise) of the Issuer and its
Subsidiaries taken as a whole, (B) the
ability of any Grantor to perform its
obligations in all material respects under
any of the Note Documents, (C) the
enforceability of any of the Security
Documents or the attachment, perfection or
priority of any of the Security Interests
intended to be created thereby in any
portion of the Collateral or (D) the
validity of any of the Note Documents or
the consummation of any of the Transactions
(each, a "MATERIAL ADVERSE EFFECT").
6.3.
Set forth on Schedule 6.3 are the only direct and
indirect Subsidiaries of each Grantor. All
of the shares of outstanding capital
Stock of each Pledged Company are owned,
directly or indirectly, by the
applicable Grantor free and clear of all
liens, security interests, mortgages,
pledges, charges, claims or restrictions on
transferability or encumbrance of
any kind other than those created by the
Note Documents and the Senior Credit
Agreement and the other Loan Documents (as
defined in the Senior Credit
Agreement). Except as disclosed in Schedule
6.3, immediately following the
Closing, no Grantor will directly or
indirectly own any capital Stock or other
equity interest in any person. Except as
set forth on Schedule 6.3, there are no
subscriptions, options, warrants, or calls
relating to any shares of any
Grantor's, or any of their respective
Subsidiaries' capital Stock, including any
right of conversion or exchange under any
outstanding security or other
instrument. No Grantor nor any of their
respective
AMERCO NOTE PURCHASE AGREEMENT
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Subsidiaries is subject to any obligation
(contingent or otherwise) to
repurchase or otherwise acquire or retire
any shares of any Grantor's
Subsidiaries' capital Stock or any security
convertible into or exchangeable for
any such capital Stock.
6.4.
Immediately following the Closing, no Grantor will
have any liabilities, absolute, accrued,
contingent or otherwise other than (A)
liabilities that are reflected in the
Financial Statements and the Bankruptcy
Documents, or (B) liabilities incurred
subsequent to the date thereof in the
ordinary course of business, consistent
with past practice, that could not,
singly or in the aggregate, reasonably be
expected to have a Material Adverse
Effect. Set forth on Schedule 6.4(a) is a
true and complete list of all
Indebtedness of Grantors outstanding
immediately prior to the Closing Date that
is to remain outstanding after the Closing
Date and such Schedule accurately
reflects the aggregate principal amount of
such Indebtedness. Set forth on
Schedule 6.4(b) is a true and complete
summary of all TRAC Lease Transactions in
existence as of the Closing Date that are
to remain outstanding after the
Closing Date.
6.5.
There are no contracts, agreements or understandings
between any Grantor and any person granting
such person the right to require
such Grantor to file a registration
statement under the Act with respect to any
securities of any Grantor or to require
such Grantor to include such securities
with the Notes and Guaranty registered
pursuant to any registration statement,
other than in favor of the Purchasers.
6.6.
Each Grantor has all requisite power and authority to
enter into, deliver and perform its
obligations under the Note Documents to
which it is a party and to consummate the
Transactions contemplated thereby.
Each of the Note Documents to which it is a
party has been duly authorized by
each Grantor, and this Agreement is, and,
when executed and delivered, each
other Note Document to which such Grantor
is a party will be, a legal, valid and
binding obligation of such Grantor,
enforceable in accordance with its terms,
except that the enforcement thereof may be
subject to (i) bankruptcy,
insolvency, reorganization, receivership,
moratorium, fraudulent conveyance or
other similar laws now or hereafter in
effect relating to creditors' rights
generally and (ii) general principles of
equity (whether applied by a court of
law or equity) and the discretion of the
court before which any proceeding
therefor may be brought. On the Closing
Date, the Indenture will conform in all
material respects to the requirements of
the Trust Indenture Act of 1939, as
amended (the "TIA"), applicable to an
indenture that is required to be qualified
under the TIA, and the Indenture will be so
qualified.
6.7.
The Notes have
been duly authorized by Issuer for
issuance and sale to Purchasers pursuant to
this Agreement and, when executed
and authenticated in accordance with the
terms of the Indenture and delivered to
and paid for by Purchasers in accordance
with the terms hereof, will be legal,
valid and binding obligations of Issuer,
enforceable against Issuer in
accordance with their terms, except that
the enforcement thereof may be subject
to (i) bankruptcy, insolvency,
reorganization, receivership, moratorium,
fraudulent conveyance or other similar laws
now or hereafter in effect relating
to creditors' rights generally and (ii)
general principles of equity (whether
applied by a court of law or equity) and
the discretion of the court before
which any proceeding therefor may be
brought.
6.8.
No Grantor is in violation of its respective
certificate or articles of incorporation,
certificate of formation, bylaws,
operating agreement, partnership agreement,
or other similar constituent
instrument (the "CHARTER DOCUMENTS"). No
Grantor is (i) in violation of any
Federal, state, local or foreign statute,
law (including, without limitation,
common law) or ordinance, or any judgment,
decree, rule, regulation or order
(collectively, "APPLICABLE LAW") of any
government, governmental or regulatory
agency or body, court, arbitrator or
self-regulatory organization, domestic or
foreign (each, a "GOVERNMENTAL AUTHORITY"),
or (ii) in breach of or default
under any bond, debenture, note or other
evidence of indebtedness, indenture,
mortgage, deed of trust, lease or any other
agreement or instrument
AMERCO NOTE PURCHASE AGREEMENT
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to which it is a party or by which any of
them or their respective property is
bound (collectively, "APPLICABLE
AGREEMENTS"), other than in the case of clauses
(i) or (ii) as disclosed in the SEC
Documents and the Bankruptcy Documents or
violations, breaches or defaults that could
not, singly or in the aggregate,
reasonably be expected to have a Material
Adverse Effect. There exists no
condition that, with the passage of time or
otherwise, would (i) constitute a
violation of such Charter Documents or
Applicable Laws, (ii) constitute a breach
of or default under any Applicable
Agreement, or (iii) result in the imposition
of any penalty or the acceleration of any
indebtedness other than, with respect
to this clause (iii) only, breaches,
penalties or defaults that could not,
singly or in the aggregate, reasonably be
expected to have a Material Adverse
Effect. All Applicable Agreements are in
full force and effect and are legal,
valid and binding obligations, and no
default has occurred or is continuing
thereunder, other than such defaults that
could not, singly or in the aggregate,
reasonably be expected to have a Material
Adverse Effect.
6.9.
Neither the execution, delivery or performance of the
Note Documents nor the consummation of the
Transactions shall conflict with,
violate, constitute a breach of or a
default (with the passage of time or
otherwise) under, require the consent of
any person (other than consents already
obtained) under, result in the imposition
of a Lien on any assets of any Grantor
(except pursuant to the Note Documents), or
result in an acceleration of
indebtedness under or pursuant to (i) the
Charter Documents, (ii) any Applicable
Agreement, other than, with respect to this
clause (ii) only, such breaches,
violations or defaults as disclosed in the
SEC Documents or Bankruptcy Documents
or that could not, singly or in the
aggregate, reasonably be expected to have a
Material Adverse Effect, or (iii) any
Applicable Law. After giving effect to the
Transactions, no Default or Event of
Default (each as defined in the Indenture)
will exist.
6.10. No
permit, certificate, authorization, approval,
consent, license or order of, or filing,
registration, declaration or
qualification with, any Governmental
Authority (collectively, "PERMITS") and no
approval or consent of any other person, is
required in connection with, or as a
condition to, the execution, delivery or
performance of any of the Note
Documents or the consummation of any of the
Transactions, other than such
Permits (i) as have been made or obtained
on or prior to the Closing Date, (ii)
as are not required to be made or obtained
on or prior to the Closing Date that
will be made or obtained when required, or
(iii) the failure of which to make or
obtain could not, singly or in the
aggregate, reasonably be expected to have a
Material Adverse Effect.
6.11.
Except as disclosed in the SEC Documents or the
Bankruptcy Documents, there is no action,
claim, suit, demand, hearing, notice
of violation or deficiency, or proceeding
(including, without limitation, an
investigation or partial proceeding, such
as a deposition), domestic or foreign
(collectively, "PROCEEDINGS"), pending or
to the actual knowledge of any Grantor
after reasonable inquiry, overtly
threatened, that either (i) seeks to restrain,
enjoin, prevent the consummation of, or
otherwise challenge any of the Note
Documents or any of the Transactions, or
(ii) could, singly or in the aggregate,
reasonably be expected to have a Material
Adverse Effect. No Grantor is subject
to any judgment, order, decree, rule or
regulation of any Governmental Authority
that could, singly or in the aggregate,
reasonably be expected to have a
Material Adverse Effect.
6.12.
Immediately following the Closing, each Grantor and
each of its respective directors, members,
managers, officers, employees and
agents (collectively, the "REGULATED
PERSONS") shall have, and will be in
compliance with the terms and conditions
of, all Permits (including, without
limitation, Permits with respect to
engaging in aviation activities or
operations) necessary or advisable to own,
lease and operate the properties and
to conduct the businesses described in the
SEC Documents and Bankruptcy
Documents other than those the failure of
which to have could not, singly or in
the aggregate,
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
reasonably be expected to have a Material
Adverse Effect. Immediately following
the Closing, all such Permits will be valid
and in full force and effect. To the
actual knowledge of each Grantor, after
reasonable inquiry, no event has
occurred which allows, or after notice or
lapse of time would allow, the
imposition of any material penalty,
revocation or termination by the issuer
thereof or which results, or after notice
or lapse of time would result, in any
material impairment of the rights of the
holder of any such Permits. No Grantor
has actual knowledge, after reasonable
inquiry, that any Grantor is considering
limiting, conditioning, suspending,
modifying, revoking or not renewing any such
Permit.
6.13. On
and as of the date hereof, each Grantor has good
title to its owned properties and other
tangible assets, free and clear of all
Liens except Permitted Liens (as defined in
the Indenture). The tangible
properties of each Grantor are in good
repair (reasonable wear and tear
excepted), appropriately insured and
suitable for their uses except where the
failure to be in such good repair or
appropriately insured and suitable for
their uses would, individually or in the
aggregate, not be reasonably likely to
have a Material Adverse Effect. The real
properties held under lease by each
Grantor are and will be held by them under
valid, subsisting and enforceable
leases which are and will be in full force
and effect except where the failure
to be valid, subsisting, enforceable and in
full force and effect would not,
individually or in the aggregate, be
reasonably likely to have a Material
Adverse Effect, and no defaults by any
Grantor are existing under any such lease
which could result in the termination of
one or more of such leases by such
lessor without regard to notice or passage
of time, which termination(s),
individually or in the aggregate, would be
reasonably likely to have a Material
Adverse Effect.
6.14. Upon
delivery to the Bank Agent of the stock
certificates evidencing all of the stock of
each Subsidiary (the "PLEDGED
STOCK"), the security interests granted
pursuant to the Security Documents with
respect to such Pledged Stock for the
benefit of the Purchasers will constitute
a valid, perfected security interest on
such Pledged Stock second only to the
security interest granted in such Pledged
Stock under the Senior Credit
Agreement and the other Loan Documents (as
defined in the Senior Credit
Agreement), enforceable as such against all
creditors of the respective pledgor
and any Persons purporting to purchase any
Pledged Stock from the respective
pledgor, except (x) as enforceability may
be subject to (i) bankruptcy,
insolvency, reorganization, receivership,
moratorium, fraudulent conveyance or
other similar laws now or hereafter in
effect relating to creditors' rights
generally and (ii) general principles of
equity (whether applied by a court of
law or equity) and the discretion of the
court before which any proceeding
therefor may be brought and (y) the
priority thereof is subject to Liens granted
in favor of the Bank Agent as set forth in
the Intercreditor Agreement.
6.15. On
and as of the Closing Date and upon filing by the
Collateral Trustee of (i) financing
statements, (ii) any filings required with
the United States Patent and Trademark
Office and (iii) any filings required
with the United States Copyright Office,
the security interests granted pursuant
to the Security Documents will constitute
valid, perfected security interests on
the Collateral described therein (as may be
perfected by the filing of financing
statements) for the benefit of the holders
of the Notes, enforceable as such
against all creditors of any Grantor and
any Persons purporting to purchase any
such Collateral from any Grantor (except
purchasers of inventory in the ordinary
course of business) except (x) as
enforceability may be subject to (i)
bankruptcy, insolvency, reorganization,
receivership, moratorium, fraudulent
conveyance or other similar laws now or
hereafter in effect relating to
creditors' rights generally and (ii)
general principles of equity (whether
applied by a court of law or equity) and
the discretion of the court before
which any proceeding therefor may be
brought and (y) the priority thereof is
subject to Liens granted in favor of the
Bank Agent under the Senior Credit
Agreement and the other Loan Documents (as
defined in the Senior Credit
Agreement).
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
6.16.
Immediately following the Closing, each Grantor shall
have appropriate insurance covering its
properties, operations, personnel and
businesses against such losses and risks
substantially in accordance with
customary industry practice.
6.17. All
material Tax returns required to be filed by each
Grantor have been filed and all such
returns are true, complete, and correct in
all material respects. All Taxes that are
due or claimed from each Domestic
Entity have been paid other than those (i)
currently payable without penalty or
interest or (ii) being contested in good
faith and by appropriate proceedings
and for which adequate reserves have been
established in accordance with GAAP.
To the actual knowledge of each Grantor,
after reasonable inquiry, there are no
proposed Tax assessments against any
Grantor that could singly or in the
aggregate have a Material Adverse Effect.
The accruals and reserves on the books
and records of each Grantor in respect of
any material Tax liability for any
Taxable period not finally determined are
adequate to meet any assessments of
Tax for any such period. For purposes of
this Agreement, the term "TAX" and
"TAXES" shall mean all federal, state,
local and foreign taxes, and other
assessments of a similar nature (whether
imposed directly or through
withholding), including any interest,
additions to tax, or penalties applicable
thereto.
6.18. Each Grantor owns, or
is licensed under, and has the
right to use, all patents, patent rights,
licenses, inventions, copyrights,
know-how (including trade secrets and other
unpatented and/or unpatentable
proprietary or confidential information,
systems or procedures), trademarks,
service marks and trade names
(collectively, "INTELLECTUAL PROPERTY") necessary
for the conduct of, its businesses, free
and clear of all Liens, other than
Permitted Liens and other than where the
failure to own or license such property
could not, singly or, together with such
Permitted Liens, in the aggregate,
reasonably be expected to have a Material
Adverse Effect. To the actual
knowledge of each Grantor, after reasonable
inquiry, (i) no claims have been
asserted by any person challenging the use
of any such Intellectual Property by
any Grantor or questioning the validity or
effectiveness of any license or
agreement related thereto, (ii) there is no
valid basis for any such claim
(other than any claims that could not,
singly or in the aggregate, reasonably be
expected to have a Material Adverse
Effect), and (iii) the use of such
Intellectual Property by the Grantors will
not infringe on the Intellectual
Property rights of any other person. It is
the ordinary business practice of
each Grantor to file with the United States
Patent and Trademark Office for
registration or recordation, as applicable
(x) a completed application for
registration of each trademark and patent
owned by it which is material to the
business of such Grantor and (ii) an
appropriate assignment to such Grantor of
the interest acquired by it in any
trademark and patent which is material to the
business of such Grantor or Grantors taken
as a whole. It is the ordinary
business practice of each Grantor to file
with the United States Copyright
Office for registration a completed
application for registration of each
registrable copyright owned by it which is
material to the business of such
Grantor.
6.19. Each
Grantor maintains a system of internal
accounting controls sufficient to provide
reasonable assurance that (i) material
transactions are executed in accordance
with management's general or specific
authorization, (ii) material transactions
are recorded as necessary to permit
preparation of financial statements in
conformity with generally accepted
accounting principles of the United States,
consistently applied ("GAAP"), and
to maintain asset accountability, (iii)
access to assets is permitted only in
accordance with management's general or
specific authorization, and (iv) the
recorded accountability for assets is
compared with the existing assets at
reasonable intervals and appropriate action
is taken with respect to any
material differences. Except as disclosed
in the SEC Documents, other than (x)
the filing of the Chapter 11 Case, (y) the
withdrawal by PriceWaterhouseCoopers
of its audit letter with respect to
Issuer's financial statements for the fiscal
year ended as of March 31, 2002 and (z)
AMERCO NOTE PURCHASE AGREEMENT
<PAGE>
such other matters as have been set forth
in writing by Issuer to Purchasers
there has not been a Material Adverse
Change with respect to Issuer (or any
Grantor, as applicable) since March 31,
2003.
6.20. The
financial statements included in the SEC
Documents and the Bankruptcy Documents (the
"FINANCIAL STATEMENTS") present
fairly the financial position of the Issuer
and its consolidated subsidiaries as
of the dates shown and their results of
operations and cash flows for the
periods show, and, except as otherwise
disclosed in the SEC Documents or the
Bankruptcy Documents, such financial
statements have been prepared in conformity
with GAAP applied on a consistent
basis.
6.21.
Subsequent
to the respective dates as of which
information is given in the most recent
Issuer 10-Q, except as adequately
disclosed in such Issuer 10-Q, (i) no
Grantor has incurred any liabilities,
direct or contingent, that are material,
singly or in the aggregate, to any
Grantor, or has entered into any material
transactions not in the ordinary
course of business, (ii) there has not been
any decrease in the capital Stock or
membership interests, as the case may be,
or any increase in long-term
indebtedness or any material increase in
short-term indebtedness of any Grantor,
or any payment of or declaration to pay any
dividends, other than the regular
quarterly dividend payment on the Issuer's
Series A 8.5% Cumulative Preferred
Stock that was paid on March 1, 2004 or any
other distribution with respect to
any Grantor, and (iii) there has not been
any material adverse change in the
properties, business, prospects,
operations, earnings, assets, liabilities or
condition (financial or otherwise) of any
Grantor. To the actual knowledge of
each Grantor after reasonable inquiry,
there is no event that is reasonably
likely to occur, which if it were to occur,
could, singly or in the aggregate,
reasonably be expected to have a Material
Adverse Effect, except such events
that have been adequately disclosed in the
SEC Documents, the Bankruptcy
Documents or in one or more disclosure
schedules to the Note Documents.
6.22. All
indebtedness represented by the Notes is being
incurred for proper purposes and in good
faith. On the Closing Date (after
giving effect to the Transactions), each
Grantor will be solvent, and will have
on the Closing Date (after giving effect to
the Transactions) sufficient capital
for carrying on its business and will be on
the Closing Date (after giving
effect to the Transactions) able to pay its
debts as they mature. No transfer of
property is being made by any Grantor and
no obligation is being incurred by any
Grantor in connection with the transactions
contemplated by this Agreement or
the other Note Documents with the intent to
hinder, delay, or defraud either
present or future creditors of any
Grantor.
6.23. None
of Grantors and, to their actual knowledge after
reasonable inquiry, no one acting on their
behalf has (i) taken, directly or
ind
