Execution
Copy
OMNIBUS TERMINATION AND RELEASE
(Aged Truck Revolving Loan Facility)
This
OMNIBUS TERMINATION AND RELEASE (this “ Termination
”), dated as of February 8, 2008 is made by and
among by and among U-HAUL LEASING & SALES CO., a Nevada
corporation, as a Borrower, U-HAUL CO. OF ARIZONA, an Arizona
corporation, as a Borrower, U-HAUL INTERNATIONAL, INC., a
Nevada corporation, as a Borrower, as Servicer/Manager and as
Guarantor, and MERRILL LYNCH COMMERCIAL FINANCE CORP., as
Lender.
Recitals :
WHEREAS,
pursuant to that certain Amended and Restated Credit
Agreement, dated as of March 12, 2007 (as amended, the “
Credit
Agreement ”), by and among the parties hereto,
the Lender has from time to time agreed to make to the
Borrowers certain Loans, which Loans are evidenced by the
Note;
WHEREAS,
pursuant to that certain Guarantee, dated as of June 28, 2005,
made by the Guarantor in favor of the Lender (as amended, the
“ Guarantee
”), the Guarantor has guaranteed to the Lender the due
and complete payment and performance by the Borrowers of their
respective obligations under the Credit Agreement and the
other Loan Documents;
WHEREAS,
pursuant to that certain Amended and Restated Security
Agreement, dated as of March 12, 2007, by and between the
Borrowers and the Lender (“ Security
Agreement ”), in order to secure the obligations
of the Borrowers under the Credit Agreement, the Borrowers
have granted a first priority perfected security interest to
the Lender in certain Vehicles and other Collateral;
and
WHEREAS,
the Borrowers, the Guarantor and the Lender have mutually
agreed to terminate the Facility and each of their respective
obligations under the Credit Agreement, the Security
Agreement, the Guarantee, and the other Loan Documents and
Security Documents (collectively, the “ Transaction
Documents ”).
NOW,
THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
SECTION
1.
Definitions
. Capitalized terms used in this Termination and
not otherwise defined herein shall have the respective
meanings assigned to them in the Credit Agreement (such
definitions to be equally applicable to both the singular and
the plural forms of the terms defined). Any term
defined by reference to an agreement, instrument or other
document shall have the meaning so assigned to it whether or
not such document is in effect. The words
“hereof”, “herein” and
“hereunder” and words of similar import when used
in this Termination shall refer to this Termination as a whole
and not to any particular provision of this
Termination.
SECTION
2.
Payment of
Outstanding Amount of Loans . Each of the
parties hereto hereby represent and acknowledge that on the
date hereof there are no Loans outstanding.
SECTION
3.
Cancellation of
Notes; Discharge of Borrowers’ and Guarantor’s
Obligations . After the date hereof, the
Lender shall promptly deliver the Note to the Borrowers and
the Borrowers shall cancel the Note. The Lender
hereby:
(i)
acknowledges that no unpaid amounts remain payable by the
Borrowers or the Guarantor to or on behalf of the Lender
pursuant to the Transaction Documents;
(ii)
releases (A) its security interest in any and all Collateral
granted under the Security Agreement and other Security
Documents, and (B) to the Borrowers without recourse and
without any representation or warranty of any kind, all right,
title and interest, if any, in and to any and all
Collateral;
(iii)
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