PROMISSORY NOTE
Up to $58,000,000.00 Phoenix, Arizona
March 1, 2004
FOR VALUE RECEIVED, SAC Holding Corporation, a Nevada corporation
("Maker"), promises to pay to the order of U-Haul International, Inc., a Nevada
corporation ("Payee"), in lawful money of the United States, the principal sum
of up to Fifty-Eight Million and no/100ths Dollars ($58,000,000.00), together
with interest at the times and at the rates specified in this Note.
1. Interest. From the date hereof through and including the Maturity Date
(as hereinafter defined), interest ("Basic Interest") shall accrue on the
principal balance of this Note outstanding from time to time at the rate of nine
percent (9%) per annum ("Accrual Rate"). Notwithstanding the foregoing, on the
fifteenth calendar day of each month commencing on March 15, 2004 and through
the Maturity Date (as hereinafter defined), Maker shall pay to Payee interest on
the unpaid principal balance of this Note from time to time at the rate of 2%
per annum ("Pay Rate Interest"). The remainder of the Basic Interest ("Deferred
Interest") shall be deferred and shall bear interest at the Accrual Rate. At the
election of Payee, Deferred Interest shall accrue either in cash or in
Additional Notes (as hereinafter defined). Any accrued interest on the Deferred
Interest shall be considered part of Deferred Interest. Interest shall be
calculated on the basis of a 360-day year and the actual number of days elapsed.
2. Payments. Pay Rate Interest shall be paid on the fifteenth calendar day
of each month, until such time as the notes (the "Senior Notes") under the
Indenture with respect to 8.5% Senior Notes Due 2014 of SAC Holding Corporation
and SAC Holding II Corporation shall have been paid or satisfied in full. Upon
the full repayment or satisfaction of the Senior Notes, payments hereunder shall
continue to be made on the fifteenth calendar day of each month but shall
consist of principal and Pay Rate Interest, and such principal payments shall be
on the basis of a twenty-five year amortization. This Note shall mature on the
last day of the month that is the ten (10) year anniversary of the full
repayment or satisfaction of the Senior Notes (the "Maturity Date"). On the
Maturity Date, all outstanding principal and interest (including Deferred
Interest) shall be due and payable.
3. Prepayment. This Note may be prepaid in whole or in part, without
penalty or premium.
4. Default Interest. During the existence of a Default (as hereinafter
defined), interest will accrue on the entire loan balance at the rate of fifteen
percent (15%) per annum commencing on the date the payment was due and
continuing until the delinquent payment is received by the Payee.
5. Default and Remedies.
a. Default. The Maker will be in default under this Note if the
Maker fails, following the full repayment or satisfaction of the Senior Notes,
to make a payment of principal, interest, or other charge when due, which
failure to pay is not cured within five (5) business days after the due date
therefor.
b. Remedies. Upon a default as described in subparagraph 5.a
("Default"), Payee shall have the right to immediately accelerate the
obligations under this Note and all sums owing with respect to this Note will
immediately become due and payable.
6. Unsecured. This Note and the obligations hereunder are unsecured.
7. Waivers. The Maker, and any endorsers or guarantors of this Note,
severally waive diligence, presentment, protest, demand and all rights of offset
and also notice of protest, demand, dishonor, acceleration, intent to
accelerate, offset and nonpayment of this Note, and expressly agree that this
Note, or any payment under this Note, may be extended from time to time in the
Payee's sole discretion without notice, and consent to the acceptance of further
security or the release of any security for this Note, all without in any way
affecting the liability of the Maker and any endorsers or guarantors of this
Note. No extension of time for the payment of this Note, or any installment
hereof, made by agreement by the Payee with any person now or hereafter liable
for the payment of this Note, will affect the original liability of the Maker
under this Note, even if that person is not a party to such agreement. The Payee
may waive its rights to require performance of or compliance with any term,
covenant or condition of this Note only by express written waiver.
8. Additional Note. At the request of Payee, Maker shall deliver to Payee
additional promissory notes (the "Additional Note") to evidence Maker's
indebtedness hereunder pursuant to the Deferred Interest. In such event, such
Deferred Interest shall be evidenced by such Additional Note and not pursuant to
the terms of this Note. Any such Additional Note shall contain economic terms
akin to those set forth herein.
9. Maximum Legal Rate of Interest. All agreements between the Payee and
the Maker whether now existing or hereafter arising, are hereby limited so that
in no event will the interest charged under this Note or agreed to be paid to
the Payee exceed the maximum amount permissible under applicable law. If
interest otherwise payable to the Payee would exceed the maximum lawful amount,
the interest payable will be reduced to the maximum amount permitted under
applicable law.
11. Miscellaneous.
a. Costs. The Maker will pay all costs, including, without
limitation, reasonable attorneys' fees, costs and expert fees incurred by the
Payee in collecting the sums due under this Note.
b. Modification. This Note may be modified only by a written
agreement executed by the person against whom the change, modification or waiver
is to be enforced.
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c. Law. This Note will be governed by Arizona law, without regard
to the choice of law principles thereof.
d. Successors. The terms of this Note will inure to the benefit
of and bind the Maker and the Payee and its heirs, legal representatives and
successors and assigns.
e. Time. Time is of the essence with respect to all matters set
forth in this Note.
f. Destroyed Note. If this Note is destroyed, lost or stolen, the
Maker will deliver a new Note to the Payee on the same terms and conditions as
this Note with a notation of the unpaid principal and accrued and unpaid
interest in substitution of the prior Note. The Payee will furnish to the Maker
reasonable evidence that the Note was destroyed, lost or stolen and any security
or indemnity that may be reasonably required by the Maker in connection with the
replacement of this Note.
IN WITNESS WHEREOF, the Maker has duly executed and delivered this Note
to the Payee as of the date and year first above written.
Maker:
SAC Holding Corporation, a Nevada
corporation
By:___________________________
President
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