SIDE AGREEMENT
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This Side Agreement (the "Agreement") is entered into
as of the 29th day of October, 1996, by and among AMERCO, a
Nevada corporation ("AMERCO"), Blue Ridge Investments,
L.L.C., a Delaware limited liability company ("Blue Ridge"),
and NationsBank Corporation, a Delaware corporation
("NationsBank").
WHEREAS, AMERCO, Blue Ridge, and NationsBank have
entered into certain agreements and transactions on August
30, 1996 and October 1, 1996 (the "Transaction");
WHEREAS, pursuant to the Transaction, Blue Ridge
purchased 100,000 shares of AMERCO's Series B Preferred
Stock (herein so called);
WHEREAS, Blue Ridge (or any subsequent holder of the
Series B Preferred Stock) has the right to convert, upon the
occurrence of certain events described in the Certificate of
Designation of Preferences and Rights of Series B Preferred
Stock of AMERCO (the "Certificate of Designation"), all of
the Series B Preferred Stock into 4,000,000 shares (subject
to adjustment) of AMERCO's Series B Common Stock or all of
the shares of capital stock of Picacho Peak Investment Co.,
a Nevada corporation ("Picacho");
WHEREAS, Blue Ridge (or any subsequent holder of the
Series B Preferred Stock) also has the right to convert the
Series B Preferred Stock as described above on August 31,
1997 and during the first ten business days of each fiscal
quarter beginning after August 31, 1997;
WHEREAS, AMERCO is planning a public offering of its
Common Stock;
WHEREAS, AMERCO has advised Blue Ridge and NationsBank
that the provisions of the Certificate of Designation
permitting conversion of the Series B Preferred Stock into
capital stock of Picacho on August 31, 1997 and during the
first ten business days of each fiscal quarter beginning
after August 31, 1997 would result in an adverse accounting
treatment of the Transaction and hinder AMERCO's ability to
successfully complete the public offering;
WHEREAS, Blue Ridge and NationsBank desire to
facilitate the public offering by entering into this
Agreement:
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Blue Ridge and NationsBank agree, that
notwithstanding the provisions of Section 3(a) of the
Certificate of Designation, neither party shall convert,
pursuant to Section 3(a)(i) or Section 3(a)(ii) of the
Certificate of Designation, the Series B Preferred Stock
into any or all of the capital stock of Picacho. Nothing in
this Agreement shall limit Blue Ridge's or NationsBank's
ability to convert the Series B Preferred Stock into shares
of AMERCO's Series B Common Stock or their ability to
convert the Series B Preferred Stock into any or all of the
capital stock of Picacho under any provision other than
Section 3(a)(i) or Section 3(a)(ii) of the Certificate of
Designation.
2. AMERCO, Blue Ridge and NationsBank agree, that in
addition to the provisions of Section 3(a) of the
Certificate of Designation, Blue Ridge and NationsBank shall
have the right to convert the Series B Preferred Stock into
shares of AMERCO's Series B Common Stock on (i) May 1, 1997,
and for 10 Business Days thereafter; and on (ii) the first
day of each fiscal quarter of the Corporation occurring
after May 1, 1997, and for 10 Business Days after the first
day of each such fiscal quarter.
3. AMERCO, Blue Ridge and NationsBank agree that the
provisions of the Summary of Indicative Terms and
Conditions, attached to that certain letter from NationsBank
of Texas, N.A. to AMERCO, creating any obligation of the
Arranger (as defined therein) to rebate any portion of its
fees are hereby deleted, voided and rendered unenforceable.
4. Blue Ridge and NationsBank agree that, as a
condition of any transfer of the Series B Preferred Stock to
a third party, such third party shall agree to be bound by
the terms of this Agreement. Blue Ridge and NationsBank
agree to the placement of the following legend on the stock
certificate representing the Series B Preferred Stock:
"The securities evidenced hereby are subject to
the terms of that certain Side Agreement, dated October 29,
1996, which limits the ability of the holder of the
securities to convert the securities into the capital stock
of Picacho Peak Investment Co., a Nevada corporation."
5. Blue Ridge and NationsBank agree to execute and
deliver such further agreements and instruments, and take
such further action as may be requested by AMERCO to carry
out the provisions and purposes of this Agreement and to
cause all subsequent holders of the Series B Preferred Stock
to be bound by the terms of this Agreement.
The foregoing Agreement is hereby executed as of the date
first above written.
AMERCO
By: \s\ Edward J. Shoen
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Name: Edward J. Shoen
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Title:President
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BLUE RIDGE INVESTMENTS, L.L.C.
By: \s\ George C. Carp
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Name: George C. Carp
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Title:Vice President-Finance
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NATIONSBANK CORPORATION
By: \s\ Frank M. Johnson
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Name: Frank M. Johnson
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Title:Senior Vice President
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