Amended and Restated Credit Agreement

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

March 12, 2007

among

U-HAUL LEASING & SALES CO., U-HAUL CO. OF ARIZONA,

and

U-HAUL INTERNATIONAL, INC.,

as Borrowers

U-HAUL INTERNATIONAL, INC.,

as Servicer/Manager and Guarantor

and

MERRILL LYNCH COMMERCIAL FINANCE CORP.,

as Lender

(Aged Truck Revolving Loan Facility)

TABLE OF CONTENTS

ARTICLE I

Definitions

Page

Section 1.01. Defined Terms ................................................................................................. 1

Section 1.02. Terms Generally............................................................................................. 11

Section 1.03. Accounting Terms; GAAP.............................................................................11

ARTICLE II

The Loans

Section 2.01. Commitments ................................................................................................. 12

Section 2.02. The Note......................................................................................................... 12

Section 2.03. Making the Loans .......................................................................................... 12

Section 2.04. Repayment of Loans; Evidence of Debt ........................................................ 13

ARTICLE III

SECURITY

Section 3.01. Security Interest ............................................................................................. 13

Section 3.02. Release of Collateral ...................................................................................... 14

ARTICLE IV

SERVICING AND MAINTENANCE

Section 4.01. Servicer/Manager ........................................................................................... 14

Section 4.02. Custody of Vehicle Files................................................................................ 15

Section 4.03. Maintenance ................................................................................................... 17

ARTICLE V

FEES, INTEREST, ACCOUNTS, 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. Payments to be Made ..................................................................................... 18

Section 5.05. Optional Prepayments .................................................................................... 18

Section 5.06. [Reserved] ...................................................................................................... 19

Section 5.07. Illegality; Substituted Interest Rate, etc ......................................................... 19

Section 5.08. Payments of Principal and Interest; Mandatory Prepayments ....................... 19

Section 5.09. Increased Costs .............................................................................................. 20

Section 5.10. Taxes .............................................................................................................. 21

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(continued)

Page

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01. Organization; Powers..................................................................................... 22

Section 6.02. Authorization; Enforceability ........................................................................ 22

Section 6.03. Governmental Approvals; No Conflicts ........................................................ 22

Section 6.04. Financial Condition; No Material Adverse Change....................................... 22

Section 6.05. Properties; Liens and Licenses....................................................................... 23

Section 6.06. Litigation Matters........................................................................................... 23

Section 6.07. Compliance with Laws and Agreements ....................................................... 23

Section 6.08. Investment and Holding Company 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 Collateral............................................................................. 25

Section 6.15. Insurance ........................................................................................................ 25

Section 6.16. Labor Matters................................................................................................. 25

Section 6.17. Security Documents ....................................................................................... 25

Section 6.18. Margin Regulations........................................................................................ 25

ARTICLE VII

CONDITIONS

Section 7.01. Effective Date ................................................................................................ 26

Section 7.02. Each Loan ...................................................................................................... 26

ARTICLE VIII

AFFIRMATIVE COVENANTS

Section 8.01. Financial Statements and Other Information ................................................. 27

Section 8.02. Notices of Material Events............................................................................. 28

Section 8.03. Information Regarding Collateral .................................................................. 29

Section 8.04. Existence; Conduct of Business..................................................................... 29

Section 8.05. Payment of Obligations.................................................................................. 29

Section 8.06. Maintenance of Properties ............................................................................. 29

Section 8.07. Insurance ........................................................................................................ 30

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TABLE OF CONTENTS

(continued)

Page

Section 8.08. Books and Records; Inspection Rights .......................................................... 30

Section 8.09. Compliance with Laws and Agreements ....................................................... 30

Section 8.10. Use of Proceeds.............................................................................................. 30

Section 8.11. Further Assurances......................................................................................... 30

Section 8.12. Casualty.......................................................................................................... 31

Section 8.13. Interest Rate Protection.................................................................................. 31

ARTICLE IX

NEGATIVE COVENANTS

Section 9.01. Change in Control .......................................................................................... 31

Section 9.02. Use of Collateral ............................................................................................ 31

Section 9.03. Negative Pledge ............................................................................................. 32

Section 9.04. Limitations on Fundamental 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

RESERVED

Section 11.01. Reserved......................................................................................................... 34

ARTICLE XII

MISCELLANEOUS

Section 12.01. Notices ........................................................................................................... 34

Section 12.02. Waivers; Amendments................................................................................... 35

Section 12.03. Expenses; Indemnity; Damage Waiver.......................................................... 35

Section 12.04. Successors and Assigns.................................................................................. 36

Section 12.05. Survival .......................................................................................................... 38

Section 12.06. Counterparts; Integration; Effectiveness........................................................ 38

Section 12.07. Severability .................................................................................................... 38

Section 12.08. Right of Setoff................................................................................................ 38

Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process........................ 39

Section 12.10. WAIVER OF JURY TRIAL.......................................................................... 39

Section 12.11. Headings ........................................................................................................ 40

Section 12.12. Confidentiality ............................................................................................... 40

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TABLE OF CONTENTS

(continued)

Page

Section 12.13. Joint and Several Liability of Borrowers. ...................................................... 40

SCHEDULES:

Schedule 6.04 - Liabilities

Schedule 6.15 - Insurance

EXHIBITS:

Exhibit A Form of Assignment and Acceptance

Exhibit B Form of Guarantee Agreement

Exhibit C Form of Borrowing Request

Exhibit D Form of Borrowing Base Certificate

Exhibit E Form of Monthly Settlement Report

Exhibit F Form of Note

Exhibit G Market Value

Exhibit H [Reserved]

Exhibit I [Reserved]

Exhibit J [Reserved]

Exhibit K Wire Instructions

ANNEXES

Annex I Eligibility Requirements

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 12,

2007, (the “Agreement”) 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, the parties hereto are party to a certain Credit Agreement, dated as of

June 28, 2005 (the “Original Credit Agreement”); and

WHEREAS, the parties to the Original Credit Agreement desire to amend and

restate the Original Credit Agreement to effect certain amendments thereto;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Agreement, the following terms

have the meanings specified below:

“Adjusted LIBO Rate” means, with respect to any Loan for any Interest Period,

an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to

(a) LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Advance Rate” means 65%; provided, however, that if EBIDTA for UHI falls

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 50%.

“Affiliate” means, with respect to a specified Person, another Person that directly,

or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the Person specified.

“AMERCO” means AMERCO, a Nevada corporation.

“Assignment and Acceptance” means an assignment and acceptance entered into

by the Lender and an assignee (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 Book” means the National Auto Research Black Book Guide published by

Hearst Corporation from time to time.

“Board” means the Board of Governors of the Federal Reserve System of the

United States of America.

“Borrowers” means, collectively, jointly and severally, U-Haul Leasing & Sales

Co., a Nevada corporation, U-Haul Co. of Arizona, an Arizona corporation and U-Haul

International, Inc., a Nevada corporation.

“Borrowing Base” means, as of any date, the lesser of (i) the product of (a) the

Advance Rate and (b) the Market Value of the Eligible Vehicle Collateral, in each case as of

such date, or (ii) the Facility Commitment Amount as of such date.

“Borrowing Base Certificate” means 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 shall be approved by the Lender.

“Borrowing Base Deficiency” means, as of any date, the amount, if any, by which

the Outstanding Loans exceed the Borrowing Base.

“Borrowing Request” means a request by the Borrowers for a Loan in

accordance 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” means any day that is not a Saturday, Sunday or other day on

which commercial banks in New York, New York, Reno, Nevada or Phoenix, Arizona are

authorized or required by law to remain closed.

“Certificate of Title” means a certificate of title of a Vehicle issued in paper form

by the relevant governmental department or agency in the jurisdiction in which the Vehicle is

registered, or a record maintained by such governmental department or agency in the form of information stored in electronic media; provided, that to the extent that a certificate of title in

paper form or such record stored on electronic media has not been issued or is not being

maintained, the application (or copy thereof) for the foregoing.

“Change in Control” means (a) any “person” or “group” (within the meaning of

Section 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, that becomes the

beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or

indirectly, of 50%, or more, of the Capital Stock of any of the Borrowers having the right to vote

for the election of members of the Board of Directors or (b) majority of the members of the

Board of Directors do not constitute Continuing Directors.

“Change in Law” means (a) the adoption of any law, rule or regulation after the

date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or

application thereof by any Governmental Authority after the date of this Agreement or (c)

compliance by the Lender (or, for purposes of Section 5.09(b), by any lending office of the

Lender or by the Lender’s holding company) with any request, guideline or directive (whether or

not having the force of law) of any Governmental Authority made or issued after the date of this

Agreement.

“Closing Date” means March 12, 2007.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement.

“Commitment” means, the commitment, of the Lender to make Loans hereunder

up to the Facility Commitment Amount.

“Commonly Controlled Entity” means an entity, whether or not incorporated,

which is under common control with a Loan Party within the meaning of Section 4001 of ERISA

or is a part of a group which includes a Loan Party and which is treated as a single employer

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 Account” means the account established with the Concentration

Account Bank in the name of UHI bearing account No. 42-4903.

“Concentration Account Bank” means JPMorgan Chase Bank, N.A., and its

successors, or another depositary institution mutually acceptable to the Lender and the

Servicer/Manager.

“Continuing Directors”means the directors of AMERCO on the Original Closing

Date and each other director of AMERCO, if such other director’s nomination for

election to the Board of Directors of AMERCO is recommended by a majority of the

then Continuing Directors.

“Control” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of a Person, whether through the ability to

exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings

correlative thereto.

“Custodian” means the Servicer/Manager in its capacity as custodian pursuant to

Section 4.02.

“Dealership Contract” means a U-Haul dealership contract between a subsidiary

of UHI, on one hand, and a named U-Haul dealer, on the other.

“Default” means any event or condition which constitutes an Event of Default or

which upon notice, lapse of time or both would, unless cured or waived, become an Event of

Default.

“Deposit Date” means, with respect to each Payment Date, the 11th calendar day

of the preceding month, or if such day is not a Business Day, the next Business Day immediately

following such calendar day.

“Dollars” or “$” means the lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 7.01

are satisfied (or waived in accordance with Section 12.02).

“Eligible Vehicle Collateral” means, as of any date, a Vehicle pledged to the

Lender under the Security Agreement as to which the conditions set forth on Annex I are

satisfied as of such date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the

Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as

a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of

ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30-day notice period is waived); (b) the existence with respect to any Plan of an

“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of

ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or

Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by

any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the

receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any

Multiemployer Plan of any Loan Party or any ERISA Affiliate of any notice, concerning the

imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is

expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Section 10.01.

“Facility” means the committed loan facility offered by the Lender to the

Borrowers pursuant to this Agreement.

“Facility Commitment Amount” means $100,000,000.

“Fee Letter” means the letter agreement, dated as of the Closing Date, by the

Lender and the Borrowers.

“Financial Officer” means, with respect to any Person, the chief executive officer,

the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller

of such Person.

“GAAP” means, subject to Section 1.03, generally accepted accounting principles

in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any

agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of

or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic effect of

guaranteeing any Indebtedness or other obligation of any other Person (the “primary bligor”)

in any manner, 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 payment of)

such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

urchase of) any security for the payment thereof, (b) to purchase or lease property, securities or

services for the purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or (d) as an account party 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 endorsements for collection or deposit in the ordinary course of

business.

“Guarantee Agreement” means the Guarantee made by UHI in favor of the

Lender, in the form of Exhibit B.

“Indebtedness” means, with respect to any Person, without duplication, (i) all

obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by

bonds, debentures, notes or similar instruments, (iii) all indebtedness of others secured by (or for

which the holder of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien on property owned or acquired by such Person, whether or not the

obligations secured thereby have been assumed (only to the extent of the fair market value of

such asset if such Indebtedness has not been assumed by such Person), (iv) all Guarantees of

such Person, (v) all capitalized lease obligations of such Person and (vi) all obligations of such

Person as an account party in respect of letters of credit and similar instruments issued for the

account of such Person.

“Indemnitee” has the meaning set forth in Section 12.03(b).

“Interest Period” means with respect to any Loan and Payment Date, in the case

of (i) the first Payment Date for such Loan, the period from and including the related Loan Date

to but excluding such first Payment Date and (ii) any other Payment Date, the period from and

including each Payment Date to but excluding the next ensuing Payment Date; provided,

however, that the initial Interest Period shall be the period from and including the Original

Closing Date to but excluding the first Payment Date.

“Interest Rate” means, with respect to any Loan and Interest Period, subject to

Section 5.07, a percentage (in each case computed on the basis of the actual number of days

elapsed, but assuming a 360-day year) equal to:

(i) provided that no Event of Default has occurred and is continuing,

the sum of (A) the Adjusted LIBO Rate for such Interest Period and (B) the Margin; and

(ii) upon the occurrence and during the continuation of an Event of

Default, the sum of (A) the Adjusted LIBO Rate for such Interest Period, (B) the Margin

and (C) an additional 2.00% per annum.

“Lender” means MLCFC, together with its successor and any assigns.

“LIBOR” means, with respect to each Interest Period, the rate of interest per

annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) for Dollar deposits in

London with a duration of one month, at or about 8:00 a.m. on the related LIBOR Determination

Date as such rate is specified on Bloomberg Money Markets Page 28, or, if such page ceases to

display such information, then such other page as may replace it on that service for the purpose

of display of such information, or, if such service ceases to display such information, then on

Telerate Page 3750. If such rate cannot be determined, then LIBOR means, with respect to such

Rate Period, the arithmetic mean of the rates of interest (rounded upwards, if necessary, to the

nearest 1/100th of 1%) offered to two prime banks in the London interbank market (selected by

the Lender) of Dollar deposits with a duration of one month at or about 8:00 a.m. on the related

LIBOR Determination Date.

“LIBOR Business Day” means a Business Day on which trading in Dollars is

conducted by and between banks in the London interbank market.

“LIBOR Determination Date” means, with respect to any Interest Period, the

second LIBOR Business Day prior to the first day of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,

pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement (or any financing lease having substantially the same economic effect as any

of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call

or similar right of a third party with respect to such securities.

“Loan Date” means any date on which a Loan is made to the Borrowers by the

Lender pursuant to this Agreement.

“Loan Documents” means this Agreement, the Note, the Guarantee Agreement,

the Fee Letter and the Security Documents.

“Loan Parties” means the Guarantor, the Servicer/Manager and the Borrowers.

“Loans” means an advance made to the Borrowers by the Lender pursuant to this

Agreement.

“Margin” has the meaning specified in the Fee Letter.

“Margin Stock” has the meaning set forth in Regulation U of the Board.

“Market Value” means, on any date of determination, for any Eligible Vehicle

Collateral or the pool of Eligible Vehicle Collateral, the value specified in Exhibit G for the

applicable vehicle model, as amended from time to time in writing in the Lender’s sole

discretion.

“Material Adverse Change” means a material adverse change in the business,

operations or condition, financial or otherwise, taken as a whole, of the Borrowers or AMERCO.

“Material Adverse Effect” means a material adverse effect on (a) the business,

condition (financial or otherwise), operations or performance of the Borrowers, (b) the ability of

any Borrower or any other Loan Party to perform any of its obligations under any Loan

Document, (c) the legality, validity, binding effect or enforceability of this Agreement or any

other Loan Document or (d) the Collateral or the first priority perfected security interest of the

Lender in the Collateral.

“MLCFC” means Merrill Lynch Commercial Finance Corp., a Delaware corporation.

“Monthly Settlement Report” means a report substantially in the form set forth on Exhibit E.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any casualty or condemnation event,

(a) the 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 condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of all reasonable fees and out-of-pocket expenses paid

by the Borrowers to third parties (other than Affiliates) in connection with such event.

“Non-Use Fee” has the meaning set forth in Section 5.01(b).

“Note” means the Note, dated the Closing Date, executed by the Borrowers,

payable to the order of the Lender, in the maximum principal amount of the Facility

Commitment Amount, in substantially the form of Exhibit F.

“Obligations” means all obligations secured under the Loan Documents.

“Original Closing Date” means June 28, 2005.

“Outstanding Loans” means, as of any date, the unpaid principal amount of all

Loans outstanding hereunder on such date, after giving effect to all repayments of Loans and the

making of new Loans on such date.

“Participant” has the meaning set forth in Section 12.04(e).

“Payment Date” means the 10th calendar day of each month, or if such day is not

a Business Day, the next Business Day immediately following such calendar day, commencing

with the first such date to occur in July 2005.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, assessments, governmental charges or

similar claims that are not yet due or are being contested in compliance with Section 8.05;

(b) statutory or common law Liens of landlords and carriers, warehousemen,

mechanics, suppliers, materialmen, repairmen and other similar Liens, arising in the ordinary

course of business and securing obligations that are not yet delinquent or are being contested in

compliance with Section 8.05;

connection with workers’ compensation, unemployment insurance and other types of social

security;

(d) Liens incurred or deposits made to secure the performance of tenders,

bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts,

performance and return-of-money bonds and other obligations of a like nature, in each case in

the ordinary course of business, and a bank’s unexercised right of set-off with respect to deposits

made in the ordinary course;

(e) judgment liens in respect of judgments that do not constitute an Event of

Default under clause (j) of Section 10.01;

(f) interests of lessees under leases or subleases granted by the Borrowers as

lessor that do not materially interfere with the ordinary course of business of the Borrowers;

(g) interests of licensees under licenses or sublicenses granted by the

Borrowers as licensor that do not materially interfere with the ordinary course of business of the

Borrower;

(h) any interest or title of a lessor in any property subject to any capital or

operating lease otherwise not entered into in violation of the Loan Documents or in any property

not constituting Collateral; and

(i) any interest or title of a licensor in any property subject to any license

otherwise not entered into in violation of the Loan Documents.

“Permitted Holder” means Edward J. Shoen, Mark V. Shoen, James P. Shoen and

their Family Members, and their Family Trusts. As used in this definition, “Family Member”

means, with respect to any individual, the spouse and lineal descendants (including

children and grandchildren by adoption) of such individual, the spouses of each such lineal

descendants, and

the lineal descendants of such Persons; and “Family Trusts” means, with respect to any individual, any trusts, limited partnerships or other entities established for the primary benefit of,

the executor or administrator of the estate of, or other legal representative of, such individual.

“Person” means any natural person, corporation, limited liability company, trust,

joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means at a particular time, any employee benefit plan which is covered by

Title IV of ERISA and in respect of which a Loan Party or a Commonly Controlled Entity is (or,

if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be)

an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum published from time to time in

the “Money Rates” column (or any successor column) of The Wall Street Journal as the prime rate or, if such rate shall cease to be so published or is not available for any reason, the rate of interest publicly announced from time to time by any “money center” bank based in New York City selected by the Administrative Agent for the purpose of quoting such rate, provided such

commercial bank has a combined capital and surplus and undivided profits of not less than

$500,000,000. Each change in the Prime Rate shall be effective from and including the date

such change is published.

“Records Location List” has the meaning set forth in Section 4.02(c).

“Requirement of Law” means, as to any Person, any law, statute, rule, treaty,

regulation or determination of an arbitrator, court or other Governmental 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 may be bound or affected.

“Security Agreement” means the Security Agreement, dated as of June 28, 2005,

by and between the Borrowers and the Lender, as amended by the Amended and Restated

Security Agreement, dated as of March 12, 2007.

“Security Documents” means the Security Agreement, and each financing

statement, Certificate of Title, pledge, endorsement or other document or instrument delivered in

connection therewith.

“Servicer/Manager” shall mean UHI.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the

numerator of which is the number one and the denominator of which is the number one minus

the aggregate of the maximum reserve percentages (including any marginal, special, emergency

or supplemental reserves) expressed as a decimal established by the Board to which the Lender

(if subject to regulation by the Board) is subject with respect to the Adjusted LIBO Rate, for

eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the

Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.

Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve

requirements without benefit of or credit for proration, exemptions or offsets that may be

available from time to time to the Lender under such Regulation D or any comparable regulation.

The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any

change in any reserve percentage.

“Subsidiary” means, as to any Person, a corporation, partnership or other entity of

which shares of stock or other ownership interests having ordinary voting power (other than

stock or such other ownership interests having such power only by reason of the happening of a

contingency) to elect a majority of the board of directors or other managers of such corporation,

partnership or other entity are at the time owned, or the management of which is otherwise

controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Targeted Principal” means, with respect to any Deposit Date, an amount equal to

the difference, if any, between the Outstanding Loans on such Deposit Date and the Borrowing Base as of the related Payment Date; provided, however, that upon the occurrence of an Event of

Default, the Targeted Principal shall equal the principal balance of the Outstanding Loans.

“Taxes” means with respect to any Person any and all present or future taxes,

levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental

Authority excluding, such taxes (including income or franchise taxes) as are imposed on or

measured by such Person’s net income.

“Termination Date” means the Payment Date in March 2011.

“Transactions” means the execution, delivery and performance by each Loan

Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of

the proceeds thereof.

“Truck Age” means, for any Vehicle on any date of determination, (i) if such

determination is made at any time during the period from January through June, inclusive, of any

year then the difference between the current year and the model year of such Vehicle and (ii) if

such determination is made at any time during the period from July through December, inclusive,

of any year then the difference between the current year and the model year of such Vehicle plus

0,5.

“UCC” means the Uniform Commercial Code as in effect in the State of New

York as of the date hereof.

“Unused Fee Rate” has the meaning specified in the Fee Letter.

“UHI” means U-Haul International, Inc., a Nevada corporation.

“Vehicle” means a motor vehicle owned by one of the Borrowers and constituting

part of the Borrowers’ fleet of rental assets.

“VehicleFiles”means, with respect to each Vehicle, (i) the original Certificate

ofTitle (or an original or certified copy of the application for a Certificate of Title) and all related

documents retained on file by the Servicer/Manager, in accordance with its usual and customary

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 Lender; and (ii) any and all other

documents that either of the Servicer/Manager or the Borrowers shall retain on file, in

accordance with its usual and customary practices, relating to the Vehicle; provided, that to the

extent consistent with its usual and customary practices, any of the foregoing items may, in lieu

of a written document, be evidenced by a record or records consisting of information stored as a

record on an electronic medium which is reproducible in perceivable form.

“Vehicle Schedule” means the schedule of Vehicles pledged to the Lender

pursuant to the Security Agreement, as the same may be updated from time to time by each

Borrowing Base Certificate provided by the Borrowers to the Lender.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally. The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words

“include”, “includes” and “including” shall be deemed to be followed by the phrase “without

limitation.” The word “will” shall be construed to have the same meaning and effect as the word

“shall.” Unless the context requires otherwise (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as from time to time amended, supplemented or

otherwise modified (subject to any restrictions on such amendments, supplements or

modifications set forth herein), (b) any reference 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 similar import, shall be construed to refer to this Agreement in its entirety and not

to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and

Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and

Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have

the same meaning and effect and to refer to any and all tangible and intangible assets and

properties, including cash, securities, accounts, contract rights, licenses and intellectual property.

Section 1.03. Accounting Terms; GAAP. Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP, as in effect from time to time; provided that for purposes of determining compliance

with any covenant set forth in Article VIII or Article IX, such terms shall be construed in

accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent

with the application used in preparing Borrowers' audited financial statements referred to in

Section 8.01. If any change in accounting principles from those used in the preparation of the

audited financial statements referred to in Section 8.01 hereafter occasioned by the promulgation

of any rule, regulation, pronouncement or opinion by or required by the Financial Accounting

Standards Board (or successors thereto or agencies with similar functions) would result in a

change in the method of calculation of financial covenants, standards or terms found in Article I,

Article VIII or Article IX, the parties hereto agree to enter into negotiations in order to amend

such provisions so as to equitably reflect such changes with the desired result that the criteria for

evaluating AMERCO’s financial condition will be the same after such change as if such change

had not been made; provided, however, the parties hereto agree to construe all terms of an

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 applicable provisions of this Agreement.

ARTICLE II

The Loans

Section 2.01. Commitments. Subject to the terms and conditions set forth

herein, the Lender agrees to make Loans to the Borrowers at any time and from time to time during the term of this Agreement in an aggregate principal amount not exceeding the Facility

Commitment Amount. No Loan shall be made (i) on a day other than a Business Day, (ii) in an

amount which would cause the Outstanding Loans to exceed the aggregate amount of the Facility

Commitment Amount as of the proposed Loan Date, (iii) in an amount that would result in a Borrowing Base Deficiency or (iv) if the conditions precedent set forth in Section 7.02 have not

been satisfied or waived. All Loans may be borrowed, repaid and reborrowed in accordance

with the terms of this Agreement. All Loans shall be full recourse to the Borrowers, jointly and

severally.

Section 2.02. The Note.

(a) The Borrowers hereby, jointly and severally, unconditionally promise to

repay all Obligations outstanding hereunder when due. 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

amount of each Loan to the Borrowers hereunder and (ii) prior to any transfer of the Note,

endorse such information on the schedule attached to the Note or any continuation thereof. The

failure of the Lender to make any such recordation shall not affect the obligations of the

Borrowers hereunder or under the Note.

(b) The outstanding principal amount of the Loans shall be payable as set

forth in Article V. The Borrowers shall pay interest on the outstanding principal amount of each

Loan from the date each such Loan is made until the principal amount thereof is paid in full at

the rates and pursuant to the terms set forth in Article V. The Borrowers shall pay the various

fees and expenses set forth in, and pursuant to the terms of, Article V.

Section 2.03. Making the Loans.

(a) To request a Loan, the Borrowers shall deliver to the Lender a completed

Borrowing Request, together with a Borrowing Base Certificate calculating the Borrowing Base

as of the prior Business Day not later than 3:00 p.m., New York City time, two (2) Business

Days before the date of the proposed Loan; provided that the Borrowers may make not more than five (5) requests for Loans in any single calendar month (it being understood that all Borrowing Requests made by the Borrowers on the same date shall be treated as a single request for a Loan

for purposes of this limitation). Each such Borrowing Request shall be irrevocable and shall be delivered by telecopy to the Lender of a written Borrowing Request in a form approved by the

Lender and signed by the Borrowers.

(b) Each requested Loan shall be in an aggregate principal amount that is an

integral multiple of $1,000,000 and not less than $10,000,000.

proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York

City time, to an account of the Borrowers designated by the Borrowers in the applicable

Borrowing Request.

Section 2.04. Repayment of Loans; Evidence of Debt.

(a) The Borrowers, jointly and severally, hereby unconditionally promise to

pay to the Lender the then unpaid principal amount of each Loan as provided in Section 5.07.

(b) The Lender shall maintain in accordance with its usual practice an account

or accounts evidencing the indebtedness of the Borrowers to the Lender resulting from each

Loan, including the amounts of principal and interest payable and paid to the Lender from time

to time hereunder.

of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any

principal or interest due and payable or to become due and payable from the Borrowers

hereunder and (iii) the amount of any sum received by the Lender hereunder.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or

(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error

therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in

accordance with the terms of this Agreement.

ARTICLE III

SECURITY

Section 3.01. Security Interest. Pursuant to and under the Security Agreement,

the Borrowers, shall (as and to the extent provided in the applicable Security Document) pledge and grant to the Lender, and its successors, indorsees, transferees and assigns, as security for the

prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all or a portion of the Obligations (as specified in the applicable Security Document), a security interest in and assignment of all of the Borrowers’ right, title and

interest in, to and under (but none of its obligations under) the Collateral described in the

applicable Security Document, whether (with respect to any “Receivables” or “Proceeds”

comprising Collateral (each as defined in the Security Agreement) now existing or hereafter

arising by the Borrowers and wherever located, all proceeds thereof and any other collateral

described therein. The foregoing assignment does not constitute and is not intended to result in a creation or an assumption 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 agreement or instrument relating

thereto. Anything herein to the contrary notwithstanding, (i) the Servicer/Manager shall perform its services, duties and obligations with respect to the Collateral to the extent set forth in

Article IV to the same extent as if this Agreement had not been executed, (ii) the exercise by the

Lender, of any of its rights in, to or under the Collateral shall not release the Servicer/Manager

from any of its duties or obligations relating to the Collateral and (iii) the Lender shall not have

any obligations or liability under the Collateral by reason of this Agreement, or be obligated to

perform any of the obligations or duties of the Servicer/Manager thereunder or to take any action

to collect or enforce any claim for payment assigned hereunder.

Section 3.02. Release of Collateral.

(a) Except as otherwise set forth in the Security Agreement, the Liens created

by the Security Agreement in favor of the Lender, with respect to the Collateral shall terminate

(i) with respect to any Collateral released pursuant to Section 3.02(c), upon receipt by the Lender

of the certificate required by such Section, and (ii) with respect to all of the Collateral upon

(A) payment in full of the Loans and all other Obligations due hereunder and (B) termination

of the Facility.

(b) Upon the release of Collateral as set forth in Section 3.02(a), upon the

request of, and at the expense of the Borrowers, the Lender shall execute and file such releases or

assignments of financing statements or, UCC termination statements and other documents and

instruments as may be reasonably requested by the Borrowers to effectuate release of the

Collateral. The Lender will not have legal title to any part of the released Collateral on and will

have no further interest in or rights with respect to such Collateral.

Borrowers may without the consent of the Lender, obtain a release of any Vehicle that is

Collateral from the lien of the Security Agreement, including in connection with the sales or

disposition of such Vehicles; provided that in connection with any such release, the Borrowers

provide to the Lender (i) written prior written notice of such 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) Business Days before the date of such release, and (ii) an officer’s

certificate stating (A) no adverse selection was used in selecting the Vehicles to be released, (B)

after giving effect to sale, no Borrowing Base Deficiency shall exist and detailing, if necessary, a

payment of cash to the Lender on such date representing a prepayment of principal in an amount

necessary to cause no Borrowing Base Deficiency to exist and (C) no Default or Event of Default

exists on the Facility.

ARTICLE IV

SERVICING AND MAINTENANCE Section 4.01. Servicer/Manager.

(a) UHI will act as Servicer/Manager hereunder to provide administration and

collection services, and to provide management and maintenance services with respect to the

Vehicles constituting Collateral in accordance with its standard policies and procedures. UHI

shall continue to serve as Servicer/Manager hereunder and agrees to perform the duties and

obligations of the Servicer/Manager contained herein and in the other Loan Documents until

such time as a Successor Servicer/Manager has accepted an appointment hereunder in

accordance with the terms hereof. UHI hereby makes to the Lender, each representation and

warranty made by it in its capacity as Servicer/Manager in each Loan Document, and each such

representation and warranty is hereby incorporated herein by this reference.

(b) Not later than the second Business Day before the Payment Date of each

month, the Servicer/Manager shall deliver to the Lender a Monthly Settlement Report (including

a Borrowing Base Certificate) relating to the preceding calendar month.

Section 4.02. Custody of Vehicle Files.

(a) The Lender hereby revocably appoints UHI as Custodian of the Vehicle

Files, and UHI hereby confirms its acceptance of such appointment, to act as the agent of the

Lender as Custodian of the Vehicle Files. Upon any sale or disposition of a Vehicle, UHI shall

deliver the related Certificate of Title to the Person purchasing or otherwise acquiring the related

Vehicle.

(b) At the times specified in the immediately following sentence, UHI shall

provide an officer’s certificate to the Lender confirming (i) the number of Vehicle Files received

and shall confirm that it has received the Certificate of Title pertaining to each Vehicle and (ii)

that UHI has received all the documents and instruments necessary for UHI to act as the agent of

the Lender for the purposes set forth in this Section 4.02, including the documents referred to

herein. The officer’s certificate described in the foregoing sentence shall be provided within ten

(10) Business Days after the addition of any Vehicles to the Collateral, for any such Vehicle

added to the Collateral after the Original Closing Date. The Lender is hereby authorized to rely

on such officer’s certificate.

accordance with its usual and customary practices. UHI, in its capacity as Custodian, shall (i)

hold the Vehicle Files for the use and benefit of the Lender, and segregate such Vehicle Files

from its other books, records and files and (ii) maintain accurate and complete accounts, records

either original execution documents or copies of such originally executed documents shall be

sufficient) and computer systems pertaining to each Vehicle File. As Custodian of the Vehicle

Files, UHI shall conduct, or cause to be conducted, periodic audits, which shall be performed not

less frequently than UHI performs such audits of vehicles similarly situated with UHI, of the

Vehicle Files held by it under this Agreement, and of the related accounts, records and computer

systems, in such a manner as shall enable the Lender to identify all Vehicle Files and such

related accounts, records and computer systems and to verify, if the Lender so elects, the

accuracy of UHI’s record-keeping. UHI shall promptly report to the Lender any material failure

on its part to hold the Vehicle Files and maintain its accounts, records and computer systems as

herein provided and promptly take appropriate action to remedy any such failure.

(d) UHI shall maintain, or cause to be maintained, in accordance with its usual

and customary practices, a record of the location of the Vehicle Files relating to any Vehicle and

the related accounts, records, and computer systems maintained by UHI or any third party under

sub-contract with UHI (such record is hereinafter referred to as a “Records Location List”).

UHI shall maintain, or cause to be maintained, a separate Records Location List for the Collateral.

UHI may, with the consent of the Lender, which consent may be withheld for any reason in the

sole discretion of the Lender, subcontract with third parties to perform the duties of Custodian of

the Vehicle Files, in which case the name and address of the principal place of business of such

third party, and the location of the offices of such third party where Vehicle Files are maintained,

shall be specified on the applicable Records Location List. UHI shall make available, on five (5)

Business Days’ written notice, to the Lender, or its duly authorized representatives, attorneys, or

auditors, a copy of the Records Location List with respect to the Collateral. UHI shall, at its own

expense, maintain at all times while acting as Custodian and keep in full force and effect (i)

fidelity insurance, (ii) theft of documents insurance, (iii) fire insurance and (iv) forgery

insurance. All such insurance shall be in amounts, with standard coverage and subject to

deductibles, as are customary for similar insurance typically maintained by Persons that act as

custodian in similar transactions.

(e) UHI’s appointment as Custodian shall hereby continue in full force

and effect until UHI, as Servicer/Manager, is terminated as custodian in writing by the Lender or

until this Agreement shall be terminated.

(f) As Custodian, UHI shall: (i) maintain continuous custody of the Vehicle

Files in secure and fire resistant facilities; (ii) with respect to the Vehicle Files, (A) act

exclusively as the Custodian for the benefit of the Lender for so long as this Agreement is

outstanding, and (B) hold all Vehicle Files for the exclusive use (notwithstanding clauses (iii)

and (iv) below) and for the benefit of the Lender; (iii) in the event that UHI is not the Custodian,

to the extent UHI directs the Custodian in writing, deliver certain specified Vehicle Files to UHI

to enable the Servicer/Manager to service the Vehicle Files pursuant to this Agreement; (iv) in

the event that UHI is not the Custodian, upon one Business Day’s prior written notice, permit the

Servicer/Manager and the Lender to examine the Vehicle Files in the possession, or under the

control, of the Custodian; (v) hold the Vehicle Files held by it in accordance with this Agreement

on behalf of the Lender, and maintain such accurate and complete accounts, records and

computer systems pertaining to each Vehicle File as shall enable the Servicer/Manager to

comply with this Agreement; (vi) in performing its duties as Servicer/Manager hereunder, act

with reasonable care, using that degree of skill and attention that UHI exercises with respect to

the files relating to all comparable Vehicles that UHI owns or services or holds for itself or

others; (vii) (A) conduct, or cause to be conducted, periodic physical inspections of the Vehicle

Files held by it under this Agreement and of the related accounts, records and computer systems,

(B) maintain the Vehicle Files in such a manner as shall enable the Servicer/Manager and the

Lender, to verify the accuracy of UHI’s and the Servicer/Manager’s record keeping,

maintain its accounts, records and computer systems as herein provided and (D) promptly take

appropriate action to remedy any such failure; (viii) maintain each Vehicle File at the address of

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; (ix) permit the Lender, or its

respective duly authorized representatives, attorneys or auditors to inspect the Vehicle Files and

the related accounts, records and computer systems maintained by UHI as such Persons may

reasonably request; and (x) upon written request from the Lender, release as soon as practicable

the Vehicle Files, or any or all documents in any Vehicle File, to the Lender, or any of its agents

or designees, as the case may be, at such place or places as Lender may designate.

Section 4.03. Maintenance. The Servicer/Manager shall maintain and preserve

each Vehicle comprising Collateral in good working order and condition, ordinary wear and tear

excepted, and comply at all times with the usual and customary maintenance and repair practices

of UHI and its Affiliates for vehicles of similar type and use.

ARTICLE V

FEES, INTEREST, ACCOUNTS, PAYMENTS, ETC.

Section 5.01. Fees and Expenses. The Borrowers shall pay to the Lender, the

following fully-earned and non-refundable fees in immediately available funds as set forth herein

and in accordance with the terms of this Agreement:

(a) On the date hereof, a one-time amendment fee as specified in the Fee Letter,

(b) On each Payment Date, in arrears, a non-use fee in an amount equal to the

product of (i) a fraction, the numerator of which is the number of days in the related Interest

Period and the denominator of which is 360, (ii) the Unused Fee Rate and (iii) the average, for

each day in such period, of the difference between (A) amount of the Facility Commitment

Amount on such day and (B) the Lender’s Outstanding Loans on such day (the “Non-Use Fee”);

is made pursuant to Section 5.05, a prepayment fee in an amount equal to the product of (i) the

Facility Commitment Amount on such date, and (ii) (A) on or before March 12, 2008, 1.00%, or

(B) at any time after March 12, 2008, and on or before March 12, 2009, 0.50%, or (C) at any

time after March 12, 2009, 0.00%; and

(d) On the date hereof and thereafter promptly upon receipt of an invoice

therefor, all legal and due diligence expenses of the Lender incurred in connection with this

Facility.

Section 5.02. Interest on the Loans.

(a) Except as otherwise provided herein, each Loan shall bear interest on the

outstanding principal amount thereof and on any due but unpaid interest, for each day from the

date of the making of such Loan until the principal amount thereof and all interest thereon shall

be paid in full. Interest on each Loan shall accrue during each related Interest Period at a rate per

annum equal to the applicable Interest Rate for such Interest Period. The applicable Interest Rate

for each Loan not repaid as of any Payment Date will be determined by the Lender and reset as

of the first day of each successive Interest Period as determined 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 shall be payable in arrears on the related Payment

Date during the term of this Agreement 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.

is required or obligated to pay interest at a rate in excess of the maximum rate permitted by applicable law, the Interest Rate shall be deemed to be immediately reduced to such maximum

rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments made in reduction of the principal amount

due hereunder and under the Note.

(d) All amounts of interest due hereunder shall be computed on the basis of

the actual number of days elapsed in a year of 360 days, and in each case shall be payable for the

actual number of days elapsed (including the first day but excluding the last day).

(e) The Adjusted LIBO Rate will be determined by the Lender and communicated to the Borrowers on each LIBOR Determination Date, and each such determination shall be conclusive absent manifest error.

Section 5.03. [Reserved.]

Section 5.04. Payments to be Made.

(a) The Borrowers shall make each payment (including principal of or interest

on any Loan or any Non-Use Fees or other amounts) hereunder and under any other Loan

Document not later than 3:00 p.m., New York City time, on each Payment Date, in immediately available funds, without setoff, defense or counterclaim (i) in the case of interest, Non-Use Fees

or Targeted Principal, on the Payment Date that relates to the Interest Period for which such amount is owing, and (ii) in each other case on the date on which such amount is due. Each such

payment shall be made to the Lender at such place as may be designated from time to time by the

Lender in writing to the Borrowers. If any payment hereunder or under the Loans becomes due and payable on a day other than a Business Day, such amount shall be due and payable on the

next succeeding Business Day. If the date for any payment or prepayment hereunder is extended

by operation of law or otherwise, interest with respect thereto shall be payable at the then-

applicable Interest Rate during such extension.

(b) Except as otherwise expressly provided herein, whenever any payment

(including principal of or interest on any Loan or any Non-Use Fees or other amounts) hereunder

or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Non-Use Fees,

if applicable.

Section 5.05. Optional Prepayments. The Borrowers may prepay the Loans on

any Business Day, in whole or in part, subject to the requirements of this Section without penalty

or premium (except as provided in Section 5.01(c)), on five days’ prior written notice to the

Lender, provided that (i) the principal amount prepaid is at least $1,000,000 (unless otherwise

agreed to in writing by the Lender) and (ii) the Borrowers pay to the Lender, on the date of

prepayment, accrued unpaid interest on the amount so prepaid. The Borrowers may notify the

Lender in writing that it has elected to terminate the Facility in connection with the prepayment

in full of the Loans and all other outstanding Obligations. Upon such prepayment in full,

together with payment in full the fee described in Section 5.01(c), and the termination of the

Facility, the Lender’s interest in the Collateral shall be released in accordance with Section 3.02

and the Commitment of the Lender hereunder shall terminate.

Section 5.06. [Reserved].

Section 5.07. Illegality; Substituted Interest Rate, etc. Notwithstanding any

other provision hereof, if (i) any Requirement of Law or any change therein or in the

interpretation or application thereof shall make it unlawful for the Lender to make or maintain

any Loans at the Interest Rate or (ii) the Lender shall have determined (which determination

shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting

the LIBOR interbank market, adequate and reasonable means do not exist for ascertaining the

Interest Rate, then (a) the obligation of the Lender to make or maintain Loans at the Interest Rate

shall be suspended and the Lender shall promptly notify the Borrowers thereof (by telephone

confirmed in writing) and (b) each Loan then outstanding, if any, shall, from and including the

commencement of the next Interest Period or at such earlier date as may be required by law, until

payment in full thereof, bear interest at the rate per annum equal to the greater of the Prime Rate

or the Interest Rate in effect on the date immediately preceding the date any event described in

clause (i) or (ii) occurred. If subsequent to such suspension of the obligation of the Lenders to

make or maintain the Loans at the Interest Rate, the circumstances described in clause (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 reinstated effective as of the date

the circumstances described in clause (i) or (ii), as applicable, no longer exist.

Section 5.08. Payments of Principal and Interest; Mandatory Prepayments.

(a) On each Payment Date, the Borrowers shall pay to the Lender, an amount

equal to the sum of (i) the Targeted Principal, if any, required to be paid on such Payment Date,

(ii) all interest due to be paid on such Payment Date with respect to the related Interest Period,

calculated in accordance with Section 5.02, (iii) all fees and expenses due to be paid on such

Payment Date with respect to the related Interest Period and (iv) all other Obligations due and

payable on or prior to such Payment Date.

(b) If any Monthly Settlement Report reports that a Borrowing Base

Deficiency exists as of such date, then the Borrowers shall no later than the next Business Day

following delivery of such Monthly Settlement Report either (i) pay to the Lender an amount

equal to the difference of (x) the Outstanding Loans minus (y) the product of (A) the aggregate

Market Value of the Eligible Vehicle Collateral and (B) the Advance Rate on such date or (ii)

pledge additional Eligible Vehicle Collateral under the Security Agreement having an aggregate

Market Value that shall cure such Borrowing Base Deficiency. If an item of Collateral included

in the Borrowing Base and for which a Loan was advanced fails at any time to be acceptable to

the Lender under the definition of Eligible Vehicle Collateral, as determined by the Lender in its

sole discretion, the Market Value of such Collateral as of such date of determination will be

deemed to be zero.

Lender of a breach of any of the representations and warranties set forth in Section 6.14, the

party discovering such breach shall give prompt written notice to the Borrowers and to the other

parties. If such breach would, in and of itself, result in a Borrowing Base Deficiency, which

Borrowing Base Deficiency is not cured by the next Business Day after the Borrowers discovers

or receives notice of such breach, the Borrowers shall, unless such breach shall have been cured

in all material respects, remit to the Lender an amount equal to the amount of such Borrowing

Base Deficiency, in the manner set forth in Section 5.08. The foregoing obligation shall apply to

all representations and warranties of the Borrowers contained in Section 6.14 whether or not

Borrower has knowledge of the breach at the time of the breach or at the time the representations

and warranties were made. The Lender shall not have any duty to conduct an affirmative

investigation as to the occurrence of any breach of any representations and warranties of the

Borrowers set forth in Section 6.14 that would require the Borrowers to remit any mandatory

repayment pursuant to this Section.

Section 5.09. Increased Costs.

(a) If any Change in Law shall: (i) impose, modify or deem applicable any

reserve, special deposit or similar requirement against assets of, deposits with or for the account

of, or credit extended by, the Lender (except any such reserve requirement reflected in the

Adjusted LIBO Rate); or (ii) impose on the Lender or the London interbank market any other

condition affecting this Agreement or Loans made by the Lender; and the result of any of the

foregoing shall be to increase the cost to the Lender of making or maintaining any Loan (or of

maintaining its obligation to make any such Loan) or to reduce the amount of any sum received

or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the

Borrowers shall, jointly and severally, pay to the Lender such additional amount or amounts as

will compensate the Lender for such additional costs incurred or reduction suffered.

(b) If the Lender determines that any Change in Law regarding capital

requirements has or would have the effect of reducing the rate of return on the Lender’s capital

or on the capital of the Lender’s holding company, as a consequence of this Agreement or the

Loans made by the Lender to a level below that which the Lender or the Lender’s

holding company could have achieved but for such Change in Law (taking into consideration the

Lender’s policies and the policies of the Lender’s holding company with respect to capital

adequacy), then from time to time the Borrowers shall, jointly and severally, pay to the Lender

such additional amount or amounts as will compensate the Lender or the Lender’s holding

company for any such reduction suffered.

to compensate the Lender or its holding company, as the case may be, as specified in

paragraph (a) or (b) of this Section and the basis therefor shall be delivered to the Borrowers by

the Lender and shall be conclusive absent manifest error. The Borrowers shall pay the Lender

the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of the Lender to demand compensation

pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such

compensation; provided that the Borrowers shall not be required to compensate the Lender

pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to

the date that the Lender notifies the Borrowers of the Change in Law giving rise to such

increased costs or reductions and of the Lender’s intention to claim compensation therefor;

provided further that, if the Change in Law giving rise to such increased costs or reductions is

retroactive, then the 90-day period referred to above shall be extended to include the period of

retroactive effect thereof.

Section 5.10. Taxes.

(a) Any and all payments by or on account of any obligation of the Borrowers

hereunder or under any other Loan Document shall be made free and clear of and without

deduction for any Taxes; provided that if the Borrowers shall be required to deduct any Taxes

from such payments, then (i) the sum payable shall be increased as necessary so that after

making all required deductions (including deductions applicable to additional sums payable

under this Section) the Lender receives an amount equal to the sum it would have received had

no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the

Borrowers shall pay the full amount deducted to the relevant Governmental Authority in

accordance with applicable law.

(b) The Borrowers shall, jointly and severally, shall indemnify the Lender,

within 10 days after written demand therefor, for the full amount of any Taxes paid by the

Lender on or with respect to any payment by or on account of any obligation of the Borrowers

hereunder or under any other Loan Document (including Taxes imposed or asserted on or

attributable to amounts payable under this Section) and any penalties, interest and reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A certificate as to the

amount of such payment delivered to the Borrowers by the Lender, shall be conclusive absent

manifest error.

Governmental Authority, the Borrowers shall deliver to the Lender the original or a certified

copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the

return reporting such payment or other evidence of such payment reasonably satisfactory to the

Lender.

(d) If the Lender determines, in its sole discretion, that it has received a refund

of any Taxes as to which it has been indemnified by the Borrowers pursuant to this Section 5.10,

it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments

made by the Borrowers under this Section 5.10 with respect to the Taxes giving rise to such

refund), net of all reasonable out-of-pocket expenses of the Lender and without interest (other

than any interest paid by the relevant Governmental Authority with respect to such refund);

provided, however, that the Borrowers, upon the request of the Lender, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such

refund to such Governmental Authority. Nothing contained in this Section 5.10 shall require the Lender to make available its tax returns (or any other information relating to its Taxes which it

deems confidential) to the Borrowers or any other Person.

(e) Without prejudice to the survival of any other agreement of the Borrowers

hereunder, the agreements and obligations of the Borrowers contained in this Section 5.10 shall

urvive the termination of this Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each of the Loan Parties represents and warrants to the Lender that:

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 qualified to do business in,

and is in good standing in, every jurisdiction where such qualification is required.

Section 6.02. Authorization; Enforceability. The Transactions to be entered into

by each Loan Party are within such Loan Party’s corporate or individual, as the case may be, powers. The Transactions to be entered into by each Loan Party have been duly authorized by all

necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a

legal, valid and binding obligation of such Loan Party (as the case may be), enforceable in

accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws 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. Governmental Approvals; No Conflicts. The Transactions (a) do

not require any consent or approval of, registration or filing with, or any other action by, any

Governmental Authority, except such as have been obtained or made and are in full force and

effect and except filings necessary to perfect Liens created under the Security Documents, (b)

will not violate any applicable law or regulation or the charter, by-laws or other organizational

documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or

result in a default under any indenture, agreement or other instrument evidencing or governing

any material indebtedness or any other material indenture, agreement or other instrument binding

upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be

made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any

asset of any Loan Party, except Liens created under the Security Documents.

Section 6.04. Financial Condition; No Material Adverse Change.

(a) UHI has heretofore furnished to the Lender the consolidated balance sheet

and statements of income, equity and cash flows of AMERCO as of and for the fiscal year ended

March 31, 2004, and the consolidated balance sheet and statements of income, stockholders

equity and cash flows of AMERCO as of and for the fiscal quarter ended December 31, 2004,

each certified by a Financial Officer of UHI or AMERCO. Such financial statements present

fairly, in all material respects, the financial position and results of operations and cash flows of

AMERCO as of such dates and for such periods in accordance with GAAP, subject to year end

audit adjustments. As of the date hereof, no Loan Party has any liabilities in excess of

$25,000,000 except as disclosed on Schedule 6.04.

(b) Since March 31, 2005, there has been no material adverse change in the

business, condition (financial or otherwise), operations, performance or properties of AMERCO,

UHI or the Borrowers.

Section 6.05. Properties; Liens and Licenses.

(a) Each of the Loan Parties has good title to, or valid leasehold interests in,

or licenses of or easements for all the real and personal property material to its business, except

for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, and none of such property is

subject to any Lien other than Permitted Encumbrances.

(b) Each of the Loan Parties owns, or is licensed to use, all trademarks, trade

names, copyrights, patents and other intellectual property material to its business, and the use

thereof by the Loan Parties does not infringe upon the rights of any other Person, except for any

such infringements that, individually or in the aggregate, could not reasonably be expected to

result in a Material Adverse Effect.

the business of such Loan Party. Each license or permit that is material to the business of the

Loan Parties, is valid and in full force and effect, and each of the Loan Parties is in compliance

in all material respects with the terms and conditions thereof.

Section 6.06. Litigation Matters. There are no actions, suits or proceedings by or

before any arbitrator or Governmental Authority pending against or, to the knowledge of any

Loan Party, threatened against or affecting the Loan Parties (i) as to which there is a reasonable

possibility of an adverse determination and that, if adversely determined, could reasonably be

expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that

involve any of the Loan Documents or the Transactions.

Section 6.07. Compliance with Laws and Agreements. Each of the Loan Parties

is in compliance with all laws, regulations and orders of any Governmental Authority applicable

to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably

be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 6.08. Investment and Holding Company Status. None of the Loan

Parties is (a) an “investment company” as defined in, or subject to regulation under, the

Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to

regulation under, the Public Utility Holding Company Act of 1935.

Section 6.09. Taxes. Each of the Loan Parties has timely filed or caused to be

filed all Tax returns and reports required to have been filed and has 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 proceedings and for which the applicable Loan Party has set aside on its books

adequate reserves or (b) the filing of local Tax returns and reports to the extent that the failure to

do so, individually or in the aggregate, could not reasonably be expected to result in a Material

Adverse Effect.

Section 6.10. ERISA. Each Plan has been administered in compliance with all

applicable laws except for such instances of noncompliance as have not resulted in and could not

reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or

is reasonably expected to occur that, when taken together with all other such ERISA Events for

which liability is reasonably expected to occur, could reasonably be expected to result in a

Material Adverse Effect. The present value of all accumulated benefit obligations under each

Plan (based on the assumptions used for purposes of Statement of Financial Accounting

Standards No. 87) did not, as of the date of the most recent financial statements of AMERCO

reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present

value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions

used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date

of the most recent financial statements of AMERCO reflecting such amounts, exceed the fair

market value of the assets of all such underfunded Plans.

Section 6.11. Disclosure. Each of the Loan Parties has disclosed to the Lender

all agreements, instruments and corporate or other restrictions to which any of the Loan Parties is subject that, individually or in the aggregate, could reasonably be expected to result in a Material

Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder, including any

Monthly Settlement Report, contains any material misstatement of fact or omits to state any

material fact necessary to make the statements therein, taken as a whole, in the light of the

circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each of the Loan Parties represents only that such information

was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 6.12. The Collateral. The Collateral is owned by the Person granting

each security interest in such Collateral under any Security Document, free and clear of any Lien

or other adverse claim except as contemplated under the Loan Documents. Each of the

representations and warranties of the Loan Parties contained herein are true and correct. No

agreements have been executed and delivered pursuant to which a Person pledges or grants, or

purports to pledge or grant, any Lien, other than Permitted Encumbrances, on the Collateral to

ny Person other than the Lender.

With respect to the Borrowers, the Security Agreement is effective to create in

favor of the Lender, a legal, valid and enforceable security interest in the Collateral and, upon the

filing of the necessary financing statements in the offices specified in the Security Agreement, or

the filing of liens on Vehicles in the offices specified in the Security Agreement, as applicable,

the interest of the Lender in the Collateral will be perfected under Article 9 of the UCC or the

applicable state motor vehicle law, as applicable, prior to and enforceable against all creditors of

and purchasers from the Borrowers and all other Persons whatsoever (other than the Lender and

its successors and assigns). On or prior to the date each Loan is made hereunder and each

recomputation of the Borrowing Base, all financing statements and other documents required to

be recorded or filed in order to perfect and protect the Lender’s interests in the Collateral against

all creditors of and purchasers from the Borrowers and all other Persons whatsoever will have

been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if

any, payable in connection with such filings shall have been paid in full.

Section 6.13. Liens on the Collateral. Effective immediately upon the Closing

Date, (a) no effective financing statement or other similar instrument covering any Collateral is

on file in any recording office, and (b) no Lien covering any Vehicle constituting Collateral is noted on the Certificate of Title of such Vehicle or on file in any title recording office, in each

case other than in favor of the Lender.

Section 6.14. Eligible Vehicle Collateral. As of the date of each Borrowing

Request, all Vehicles set forth in the Vehicle Schedule to be delivered with each Borrowing

Request are Eligible Vehicle Collateral.

Section 6.15. Insurance. Schedule 6.15 sets forth a description of all insurance

maintained by or on behalf of the Loan Parties as of the date of this Agreement including all

policies covering the Collateral. As of the date of this Agreement, all premiums in respect 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 Loan Parties,

threatened. The hours worked by and payments made to employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or

foreign law dealing with such matters. All payments due from any Loan Party, or for which any

claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the

applicable Loan Party. The consummation of the Transactions will not give rise to any right of

termination or right of renegotiation on the part of any union under any collective bargaining

agreement to which any Loan Party is bound.

Section 6.17. Security Documents. The representations and warranties in each

Security Document are true and correct.

Section 6.18. Margin Regulations. No proceeds of any Loan will be used,

directly or indirectly, by the Loan Parties for the purpose of purchasing or carrying any Margin

Stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred

to purchase or carry Margin Stock. No part of the proceeds of any Loan will be used, whether

directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that

entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board,

including Regulation T, U or X.

ARTICLE VII CONDITIONS

Section 7.01. Effective Date. This Agreement shall become effective on the date

on which each of the following conditions is satisfied (or waived in accordance with Section

12.02):

(a) The Lender shall have received from each party hereto either (i) a

counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory

to the Lender (which may include telecopy transmission of a signed signature page of this

Agreement) that such party has signed a counterpart of this Agreement.

(b) The Lender shall be satisfied that all fees and other amounts due and

payable to them hereunder on or prior to the Effective Date, including, to the extent invoiced,

reimbursement or payment of all legal fees and expenses and all other expenses required to be

reimbursed or paid by the Loan Parties hereunder or under any other Loan Document, have been

paid or will be paid on the Effective Date.

(d) The Lender shall have received (i) counterparts of the Security Documents

(other than Certificates of Title) signed on behalf of the Loan Party that is a party thereto, and (ii) evidence satisfactory to the Lender that all documents and instruments, including UCC financing

statements (including any amendments to such financing statements) and Certificates of Title with respect to all Vehicles constituting Collateral, required by law or reasonably requested by

the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents, and to protect the ownership interests of the Borrowers in (and

the Liens of the Security Documents on) all Collateral, have been so filed, registered or recorded.

(e) The Lender shall have received a new original Note, executed and delivered by the Borrowers.

The Lender shall notify the Borrowers of the Effective Date, and such notice shall be conclusive

and binding. Notwithstanding the foregoing, the obligations of the Lender to make Loans

hereunder shall not become effective unless each of the foregoing conditions is satisfied (or

waived pursuant to Section 12.02) at or prior to 3:00 p.m., New York City time, on March 12,

2007 (and, in the event such conditions are not so satisfied or waived, the Facility shall terminate

at such time).

Section 7.02. Each Loan. The obligation of the Lender to make a Loan is subject

to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Loan, the

representations and warranties of the Loan Parties set forth in this Agreement and the other Loan

Documents shall be true and correct in all respects on and as of the date of such Loan (or, in the

case of any representation and warranty that expressly relates to an earlier date, on and as of such earlier date).

(b) At the time of and immediately after giving effect to such Loan no

Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.

(d) The Borrowers shall have delivered to the Lender (i) a Borrowing Request

and a Borrowing Base Certificate, calculated as of a date not more 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 certificate of the type required by Section 4.02(b), if applicable.

Each Loan shall be deemed to constitute a representation and warranty by the Borrowers on the

date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section 7.02.

ARTICLE VIII

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and

interest on each Loan and all fees and other amounts payable hereunder shall have been paid in

full, each of the Loan Parties covenants and agrees with the Lender that:

Section 8.01. Financial Statements and Other Information. The Loan Parties shall furnish to the Lender:

(a) within 90 days after the end of each fiscal year of AMERCO, the audited

consolidated balance sheet of AMERCO (or, if any of the Loan Parties shall cease to be

consolidated with AMERCO for financial accounting purposes, of each such Loan Party, as

applicable) and its consolidated subsidiaries and related statements of operations, stockholders’

equity and cash flows as of the end of and for such year, setting forth in each case in comparative

form the figures for the previous fiscal year, all reported on by BDO Seidman, LLP or other

independent public accountants of recognized national standing (without a “going concern” or

like qualification or exception and without any qualification or exception as to the scope of such

audit) to the effect that such financial statements present fairly in all material respects the

financial condition and results of operations of AMERCO (or, if any of the Loan Parties shall

cease to be consolidated with AMERCO for financial accounting purposes, of each such Loan

Party, as applicable) and its consolidated subsidiaries on a consolidated basis in accordance with

GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of

each fiscal year of AMERCO, the consolidated balance sheet of AMERCO (or, if any of the

Loan Parties shall cease to be consolidated with AMERCO for financial accounting purposes, of

each such Loan Party, as applicable) and related statements of operations and cash flows as of

the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth

in each case in comparative form the figures for the corresponding period or periods of (or, in the

case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its

Financial Officers as presenting fairly in all material respects the financial condition and results

of operations of AMERCO (or, if any of the Loan Parties shall cease to be consolidated with

AMERCO for financial accounting purposes, of each such Loan Party, as applicable) and its

consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied,

subject to normal year-end audit adjustments and the absence of footnotes;

applicable) financial statements under clause (a) and (b) above, a certificate of a Financial

Officer of each of the Loan Parties (i) certifying as to whether a Default has occurred 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 materially affects AMERCO’s (or a Loan Party’s, as applicable) consolidated financial

statements accompanying such certificate (it being understood that any change that would affect

compliance with any covenant set forth herein or the Applicable Rate shall be considered

material) has occurred since the date of AMERCO’s (or a Loan Party’s, as applicable) audited

financial statements referred to in Section 6.04 and, if any such change has occurred, specifying

the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a)

above, a certificate of the accounting firm that reported on such financial statements stating

whether they obtained knowledge during the course of their examination of such financial

statements of any Default (which certificate may be limited to the extent required by accounting

rules or guidelines);

(e) promptly after the same become publicly available, copies of all periodic

and other reports, proxy statements and other materials filed by AMERCO or any Loan Party

with the Securities and Exchange Commission, or any Governmental Authority succeeding to

any or all of the functions of said Commission, or with any national securities exchange, or

financial information or other material information distributed by AMERCO or any Loan Party

to its stockholders generally, as the case may be;

(f) promptly following any request therefor, such other information regarding

the operations, business affairs and financial condition of AMERCO or any Loan Party, or

compliance with the terms of any Loan Document, as the Lender may reasonably request; and

(g) on a quarterly basis, a report of the name and location of all Persons that

rent Vehicles on behalf of the Borrowers and their Affiliates in the ordinary course of business

pursuant to a Dealership Contract, as of the date of such report.

Section 8.02. Notices of Material Events.

(a) Each Loan Party shall furnish to the Lender written notice of the following promptly upon obtaining knowledge thereof:

(i) the occurrence of any Default;

(ii) the filing or commencement of any action, suit or proceeding by or

before any arbitrator or Governmental Authority against or affecting any Loan Party or

any Affiliate thereof that, if adversely determined, could reasonably be expected to result

in a Material Adverse Effect; and

(iii) any other development that results in, or could reasonably be expected

to result in, a Material Adverse Effect.

(b) Each notice delivered under this Section shall be accompanied by a

statement of a Financial Officer or other executive officer of any of the Loan Parties setting forth

the details of the event or development requiring such notice and any action taken or proposed to

be taken with respect thereto.

Section 8.03. Information Regarding Collateral. Each of the Loan Parties shall

furnish to the Lender prompt written notice of any change (i) in corporate name of the Borrowers

or in any trade name used to identify any Loan Party in the conduct of its business or in the

ownership of its properties, (ii) in the jurisdiction where any Loan Party is located for the

purposes of the UCC, or any Vehicle constituting Collateral has been titled with the applicable

state agency or department, or in which all UCC financing statements and other appropriate

filings, recordings or registrations, containing a description of the Collateral have been filed of

record in each governmental, municipal or other appropriate office in such jurisdiction to the

extent necessary to perfect the security interests under the Security Documents, (iii) in the

identity or corporate structure of any Loan Party or (iv) in the Federal Taxpayer Identification

Number of any Loan Party. No Loan Party shall effect or permit any change referred to in the

preceding sentence unless all filings have been made under the UCC or otherwise that are

required in order for the Lender to continue at all times following such change to have a valid,

legal and perfected security interest in all the Collateral.

Section 8.04. Existence; Conduct of Business. Each Loan Party shall do or

cause to be done all things necessary to preserve, renew and keep in full force and effect its legal

existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business.

Section 8.05. Payment of Obligations. Each Loan Party shall pay its

Indebtedness and other obligations, including Tax liabilities, before the same shall become

delinquent or in default, except where (i) the validity or amount thereof is being contested in

good faith by appropriate proceedings, (ii) such Loan Party has set aside on its books adequate

reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends

collection of the contested obligation and the enforcement of any Lien securing such obligation

and (iv) the failure to make payment pending the resolution of such contest could not reasonably

be expected to result in a Material Adverse Effect.

Section 8.06. Maintenance of Properties. Each Loan Party shall keep and

maintain all Collateral, and all other property material to the conduct of its business in good

working order and condition, ordinary wear and tear excepted.

Section 8.07. Insurance. The Loan Parties shall, at their own expense, maintain

at all times and keep in full force and effect policies of insurance with respect to the properties of

the Loan Parties constituting Collateral, including general and vicarious liability insurance

(including bodily injury coverage) related to the Vehicles (updated from time to time to reflect any changes to the Vehicles constituting Collateral) in such amounts, against such risks and with such terms (including deductibles, limits of liability and loss payment provisions) as are required

by applicable law and consistent with industry standards. All such insurance policies shall be in

form, substance and insured amount satisfactory to the Lender, with standard coverage and

subject to deductibles and with reputable insurance companies, as may be reasonably required by

the Lender. If the Lender shall determine that a Material Adverse Change has occurred or if an

Event of Default shall have occurred, then within five Business Days after delivery by the Lender to the Borrowers of a written request therefor, the Borrowers shall cause the Lender to be

named as an additional insured under 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 made of all

Collateral and transactions contemplated by this Agreement. Each Loan Party shall permit any

representatives designated by the Lender, at the Borrowers’ expense, upon reasonable prior

notice, to visit and inspect its properties, to examine and make extracts from its books and

records, and to discuss its affairs, finances and condition with its officers and independent

accountants, all at such reasonable times and as often as reasonably requested. Any such

inspection shall be subject to the confidentiality restrictions set forth in Section 12.12.

Section 8.09. Compliance with Laws and Agreements. Each Loan Party shall

comply with all laws, rules, regulations and orders of any Governmental Authority (including

ERISA) applicable to it or its property and all indentures, agreements and other instruments

binding upon it or its property, except where the failure to do so, individually or in the aggregate,

could not reasonably be expected to result in a Material Adverse Effect.

Section 8.10. Use of Proceeds. The proceeds of the Loans shall be used solely

for working capital purposes or to satisfy the Borrowers’ obligations under the pre-existing

indebtedness.

Section 8.11. Further Assurances. Each Loan Party shall, and shall cause each

other Loan Party to, execute any and all further documents, financing statements, agreements and

instruments, and take all such further actions (including the filing and recording of financing

statements, Certificates of Title and other documents), which may be required under any

applicable law, or which the Lender may reasonably request, to effectuate the transactions

contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created

or intended to be created by the Security Documents or the validity or priority of any such Lien,

all at the expense 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 or intended to be created by the Security Documents. Section 8.12. Casualty.

(a) Each Loan Party shall furnish to the Lender prompt notice of any casualty

or other damage to any portion of the Collateral having a value in excess of $25,000 or the

commencement of any action or proceeding for the taking of any Collateral or any part thereof or

interest therein by condemnation or similar proceeding.

(b) If any event described in paragraph (a) of this Section results in Net

Proceeds (whether in the form of insurance proceeds, or otherwise), the Lender is authorized to

collect such Net Proceeds and, if received by a Loan Party, such Net Proceeds shall be paid to

the Lender. All such Net Proceeds retained by or paid over to the Lender shall be held by the

Lender and released from time to time to pay the costs of repairing, restoring or replacing the

affected property in accordance with the terms of this Agreement and the applicable provisions

of the Security Documents, subject to the provisions of the Security Documents regarding

application of such Net Proceeds during a Default or an Event of Default.

be held by the Lender on the date that any prepayment is due pursuant to Section 5.08 in respect

of the event resulting in such Net Proceeds, then such Net Proceeds shall be applied to prepay

Loans as provided in Section 5.08.

Section 8.13. Interest Rate Protection. The Borrowers agree to consult from

time to time with the Lender regarding the advisability of entering into swaps, caps or other

interest rate hedging agreements to limit the Borrowers’ exposure to interest payable under this

Agreement to develop a hedging strategy mutually agreeable to the Borrowers and the Lender.

ARTICLE IX

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and

interest on each Loan and all fees payable hereunder have been paid in full, each of the Loan

Parties covenants and agrees with the Lender that:

Section 9.01. Change in Control. Neither AMERCO nor any Loan Party shall

permit, consent to or acquiesce to any Change in Control without the prior written consent of Lender.

Section 9.02. Use of Collateral.

(a) Except as otherwise provided in clause (b) of this Section 9.02, no Loan

Party shall permit any tangible asset constituting Collateral to be located (i) outside the United

States or Canada, (ii) outside the possession of the Borrowers or its Affiliates, except, with

respect to Vehicles, when (A) consigned to the possession of a third party dealer pursuant to a

Dealership Contract rented to consumers in the ordinary course of Borrower’s business or, (B) in

transit to such locations, or (C) in transit to a third party purchaser who will become obligated 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.

(b) This Section 9.02 shall not be construed to prohibit (i) the return of any asset

constituting Collateral to the vendor thereof or to third parties for repairs, services,

modifications or other similar purposes or (ii) the storage of any asset constituting Collateral in

any warehouse or similar facility.

Section 9.03. Negative Pledge. No Loan Party shall, directly or indirectly,

create, incur, assume or suffer to exist any Lien upon any Collateral, except for Permitted Encumbrances.

Section 9.04. Limitations on Fundamental Changes. No Loan Party shall,

directly or indirectly, enter into any merger, consolidation or amalgamation, or liquidate, wind

up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign,

transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make

any material change in its present method of conducting business, except:

(a) any Subsidiary of a Loan Party may be merged or consolidated with or

into such Loan Party (provided that such Loan Party shall be the continuing or surviving corporation); or

(b) any merger, consolidation or amalgamation, or liquidation, winding up or

dissolution that would not reasonably be expected (i) to materially and adversely affect the rights

of the Lender hereunder, or (ii) to have a Material Adverse Effect.

ARTICLE X

EVENTS OF DEFAULT

Section 10.01. Events of Default. An “Event of Default” shall mean

the occurrence and continuation of one or more of the following events or conditions:

(a) the Borrowers, the Guarantor or the Servicer/Manager shall fail to pay any

principal of or interest (including any Borrowing Base Deficiency pursuant to Article V) on any

Loan or any fee or any other amount payable under this Agreement, within one Business Day of

when same shall become due and payable, whether at the due date thereof or at a date fixed for

prepayment thereof or otherwise;

(b) any representation or warranty made or deemed made by or on behalf of

any Loan Party in or in connection with any Loan Document or any amendment or modification

thereof or waiver thereunder, or in any report, certificate, financial statement or other document

furnished pursuant to or in connection with any Loan Document or any amendment or

modification thereof or waiver thereunder, shall prove to have been incorrect in any respect (or,

in the case of any representation or warranty that is not qualified as to materiality, in any material

respect) when made or deemed made;

agreement contained in any Loan Document, and such failure shall continue unremedied for a

period of 30 days after notice thereof from the Lender to the Borrowers;

(d) any Loan Party shall fail to make any payment (whether of principal or

interest and regardless of amount) in respect of any material Indebtedness, when

and as the same shall become due and payable (after giving effect to any period

of grace expressly applicable thereto);

(e) any event or condition occurs that results in any material Indebtedness

becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any

period of grace expressly applicable thereto) the holder or holders of any material Indebtedness

or any trustee or agent on its or their behalf to cause any material indebtedness to become due, or

to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled

maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due

as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(f) an involuntary proceeding shall be commenced or an involuntary petition

shall be filed seeking (i) liquidation, reorganization or other relief in respect of AMERCO, UHI

or any of the Borrowers, or its debts, or of a substantial part of its assets, under any Federal, state

or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)

the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

AMERCO, UHI or any of the Borrowers, or for a substantial part of its assets, and, in any such

case, such proceeding or petition shall continue undismissed for 60 days or an order or decree

approving or ordering any of the foregoing shall be entered;

(g) AMERCO, UHI or any of the Borrowers shall (i) voluntarily commence

any proceeding or file any petition seeking liquidation, reorganization or other relief under any

Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in

effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any

proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the

appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

AMERCO, UHI or any of the Borrowers or for a substantial part of its assets, (iv) file an answer

admitting the material allegations of a petition filed against it in any such proceeding, (v) make a

general assignment 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 become unable, admit in

writing its inability or fail generally to pay its debts as they become due;

(i) one or more judgments or decrees shall be entered against any Loan Party

involving in the aggregate a liability (not paid or fully covered by insurance) of $5,000,000 or

more, and all such judgments 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 material portion of the Collateral purported to be created

under the Security Documents shall cease to be, or shall be asserted by UHI or any of the

Borrowers not to be, a valid and perfected Lien on any Collateral, with the priority required by

the Security Documents and that could individually or in the aggregate have a material adverse

effect on the Collateral or the interests of the Lender under the Loan Documents, except as a

result of the sale or other disposition of the applicable Collateral in a transaction permitted under

the Loan Documents;

(k) the Guarantee Agreement shall cease to be in full force and effect, or the

Guarantor shall make an assertion to such effect in any judicial proceeding;

(l) an ERISA Event that when taken together with all other ERISA Events

that have occurred, could reasonably be expected to result in a Material Adverse Effect.

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 every such event

(other than an event with respect to the Borrowers described in clause (g) or (h) of

Section 10.01), upon notice from the Lender to the Borrowers, the Facility provided by this

Agreement shall immediately terminate, and the Outstanding Loans, together with accrued and

unpaid interest thereon, and all other Obligations, shall immediately become due and payable,

without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Borrowers; and in case of any event with respect to the Borrowers described in clause (g)

or (h) of Section 10.01, the Facility provided by this Agreement shall automatically and

immediately terminate, and the Outstanding Loans, together with accrued and unpaid interest

thereon, and all other Obligations, shall immediately become due and payable, without

presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

Further, if an Event of Default specified in Section 10.01 hereof shall occur and be

continuing, then, and in every such event the Lender shall have the right to collect, receive,

appropriate or realize upon the Collateral or otherwise foreclose or enforce Lender’s security

interests in any or all Collateral in any manner permitted by the Security Agreement.

ARTICLE XI

RESERVED

Section 11.01. Reserved.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Notices. Except in the case of notices and other communications

expressly permitted to be given by telephone, all notices and other communications provided for

herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

certified or registered mail or sent by telecopy, as follows:

(a) if to U-Haul Leasing & Sales Co., to it at 1325 Airmotive Way, Reno, NV

89502-3239, Attention: Rocky Wardrip (Facsimile 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 (Facsimile No. (602)

263-6173); and

NY 10080, Attention: Jeffrey Cohen (Facsimile No. (212) 449-9015).

Any party hereto may change its address or telecopy number for notices and other

communications hereunder by notice to the other parties hereto. All notices and other

communications given to any party hereto in accordance with the provisions of this Agreement

shall be deemed to have been given on the date of receipt. All payments hereunder shall be

made in accordance with the wire instructions specified on Exhibit K hereto, or to such other

payment address as may be specified in writing by the applicable payee party to the other parties hereto.

Section 12.02. Waivers; Amendments.

(a) No failure or delay by the Lender in exercising any right or power

hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any

single or partial exercise of any such right or power, or any abandonment or discontinuance of

steps to enforce such a right or power, preclude any other or further exercise thereof or the

exercise of any other right or power. The rights and remedies of the Lender hereunder and under

the other Loan Documents are cumulative and are not exclusive of any rights or remedies that

they would otherwise have. No waiver of any provision of any Loan Document or consent to

ny departure by any Loan Party therefrom shall in any event be effective unless the same shall

be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective

only in the specific instance and for the purpose for which given. Without limiting the generality

of the foregoing, the making of a Loan shall not be construed as a waiver of any

Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision

hereof or thereof may be waived, amended or modified except, in the case of this Agreement,

pursuant to an agreement or agreements in writing entered into by the Borrowers and the Lender

or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing

entered into by the Loan Party or Loan Parties that are parties thereto with the consent of the

Lender; provided that no such agreement shall (i) increase the Commitment of the Lender

without the written consent of the Lender, (ii) reduce the principal amount of any Loan or reduce

the rate of interest on such Loan, or reduce any fees payable hereunder, without the written

consent of the Lender, (iii) postpone the scheduled date of payment of the principal amount of

any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive

or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,

without the written consent of the Lender, (iv) change any of the provisions of this Section

without the written consent of the Lender, (v) release all or any substantial part of the Collateral

from the Liens of the Security Documents (except as expressly provided herein or therein),

without the written consent of the Lender, or (vi) release of UHI from its guarantee under the

Guarantee Agreement (except as expressly provided in the Guarantee Agreement) or limit or

condition its obligations thereunder, without the written consent of the Lender.

Section 12.03. Expenses; Indemnity; Damage Waiver.

(a) The Borrowers shall pay (i) all costs and expenses incurred by the Lender,

including the reasonable fees, charges and disbursements of counsel for the Lender, in

connection with the negotiation, preparation, execution and delivery of the Loan Documents

(including expenses incurred in connection with its due diligence activities) and (ii) all costs and

expenses incurred by the Lender, including the reasonable fees, charges and disbursements of

any counsel for the Lender, in connection with (A) the enforcement or protection of its rights in

connection with the Loan Documents, including its rights under this Section, or in connection

with the Loans made hereunder, including all such costs and expenses incurred during any

workout, restructuring or negotiations in respect of such Loans, and (B) in the case of the

Lender, the administration of, and any amendments, modifications, waivers or supplements of or

to the provisions of, any of the Loan Documents.

(b) The Borrowers shall indemnify the Lender, and each Related Party of any

of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,

including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of

(i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective

obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or

prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the

gross negligence or willful misconduct of such Indemnitee.

and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for

special, indirect, consequential or punitive damages (as opposed to direct or actual damages)

arising out of, in connection with, or as a result of, this Agreement or any agreement or

instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable not later than 30 days after written demand therefor.

Section 12.04. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the

benefit of the parties hereto and their respective successors and assigns permitted hereby, except

that a Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder

without the prior written consent of the Lender (and any attempted assignment or transfer by any

Loan Party without such consent shall be null and void). Nothing in this Agreement, expressed

or implied, shall be construed to confer upon any Person (other than the parties hereto, their

respective successors and assigns permitted hereby and, to the extent expressly contemplated

hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or

by reason of this Agreement.

(b) The Lender may, without the consent of the Loan Parties, assign all or a

portion of its rights and obligations under this Agreement (including all or a portion of its

Commitment and the Loans at the time owing to it); provided that (i) except in the case of an

assignment to an Affiliate of MLCFC or its successors or assigns, or an assignment of the entire

remaining amount of the Lender’s Commitment or entire remaining Loans, the amount of the

Commitment and Loans of the assigning Lender subject to each such assignment (determined as

of the date the Assignment and Acceptance with respect to such assignment is delivered by the

assigning Lender) shall not be less than $5,000,000 unless the Borrowers otherwise consent, (ii)

each partial assignment shall be made as an assignment of a proportionate part of all the

assigning Lender’s rights and obligations under this Agreement, except that this clause (ii) shall

not be construed to prohibit the assignment of a proportionate part of all of the assigning

Lender’s rights and obligations in respect of (A) Loans, (B) Loans separately from (or without

assigning) Commitments or (C) Commitments separately from (or without assigning) Loans, (iii)

the parties to each assignment shall execute and deliver an Assignment and Acceptance, and (iv)

the assignee, if it shall not be a Lender hereunder prior to such assignment, shall deliver to the

Borrowers its notice and payment information. Subject to acceptance and recording thereof

pursuant to paragraph (d) of this Section, from and after the effective date specified in each

Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of

the interest assigned by such Assignment and Acceptance, have the rights and obligations of a

Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the

interest assigned by such Assignment and Acceptance, be released from its obligations under this

Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning

Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto

but shall continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.03). Any

assignment or transfer by the Lender of rights or obligations under this Agreement that does not

comply with this paragraph shall be treated for purposes of this Agreement as a sale by the

Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

participations to one or more Persons (a “Participant”) in all or a portion of the Lender’s rights

and obligations under this Agreement (including all or a portion of its Commitments and the

Loans owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain

unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the

performance of such obligations and (iii) the Loan Parties shall continue to deal solely and

directly with the Lender in connection with the Lender’s rights and obligations under this

Agreement. Any agreement or instrument pursuant to which the Lender sells such a

participation shall provide that the Lender shall retain the sole right to enforce the Loan

Documents and to approve any amendment, modification or waiver of any provision of the Loan

Documents; provided that such agreement or instrument may provide that the Lender will not,

without the consent of the Participant, agree to any amendment, modification or waiver

described in the first proviso to Section 12.02(b) that affects such Participant. Subject to

paragraph (f) of this Section, the Loan Parties agree that each Participant shall be entitled to the

benefits of Sections 5.09 and 5.10 to the same extent as if it were a Lender and had acquired its

interest by assignment pursuant to paragraph (b) of this Section provided that such Participant

agrees to be subject to Sections 5.10(f) as though it was a Lender. To the extent permitted by

law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a

Lender, provided such Participant agrees to be subject to Section 5.15(c) as though it were a

Lender.

(d) The Lender may at any time pledge or assign a security interest in all or

any portion of its rights under this Agreement to secure obligations of the Lender, including any

pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not

apply to any such pledge or assignment of a security interest; provided that no such pledge or

assignment of a security interest shall release the Lender from any of its obligations hereunder or

substitute any such pledgee or assignee for the Lender as a party hereto.

Section 12.05. Survival. All covenants, agreements, representations and

warranties made by the Loan Parties in the Loan Documents and in the certificates or other

instruments delivered in connection with or pursuant to this Agreement or any other Loan

Document shall be considered to have been relied upon by the other parties hereto and shall

survive the execution and delivery of the Loan Documents and the making of any Loans,

regardless of any investigation made by any such other party or on its behalf and notwithstanding

that the Lender may have had notice or knowledge of any Default or incorrect representation or

warranty at the time any credit is extended hereunder, and shall continue in full force and effect

as long as the principal of or any accrued interest on any Loan or any fee or any other amount

payable under this Agreement is outstanding and unpaid and so long as the Commitments have

not expired or terminated. The provisions of Sections 5.09, 5.10 and 12.03 and Article XI shall

survive and remain in full force and effect regardless of the consummation of the transactions

contemplated hereby, the repayment of the Loans, the expiration or termination of the

Commitments or the termination of this Agreement or any provision hereof.

Section 12.06. Counterparts; Integration; Effectiveness. This Agreement may be

executed in counterparts (and by different parties hereto on different counterparts), each of which

shall constitute an original, but all of which when taken together shall constitute a single

contract. This Agreement, the other Loan Documents and any separate letter agreements with

respect to fees payable to the Lender constitute the entire contract among the parties relating to

the subject matter hereof and supersede any and all previous agreements and understandings, oral

or written, relating to the subject matter hereof. Except as provided in Section 7.01(a), this

Agreement shall become effective when it shall 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, and thereafter shall be binding upon and inure to the benefit of

the parties hereto and their respective successors and assigns. Delivery of an executed

counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a

manually executed counterpart of this Agreement.

Section 12.07. Severability. Any provision of this Agreement held to be invalid,

illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

extent of such invalidity, illegality or unenforceability without affecting the validity, legality and

enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a

particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08. Right of Setoff. If an Event of Default shall have occurred and be

continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time

to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general

or special, time or demand, provisional or final) at any time held and other obligations at any

time 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 Agreement

held by the Lender, irrespective of whether or not the Lender shall have made any demand under

this Agreement and although such obligations may be unmatured. The rights of the Lender

under this Section are in addition to other rights and remedies (including other rights of setoff)

which the Lender may have.

Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

BY THE LAW OF THE STATE OF NEW YORK.

(b) UHI and the Borrowers hereby irrevocably and unconditionally submits,

for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern

District of New York, and any appellate court from any thereof, in any action or proceeding

arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New

York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other

Loan Document against the Borrowers or its properties in the courts of any jurisdiction.

the fullest extent it may legally and effectively do so, any objection which it may now

or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to

this Agreement or any other Loan Document in any court referred to in paragraph (b) of this

Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each of the Servicer/Manager, the Guarantor and each Borrower hereby

irrevocably agrees that service of process in any such action or proceeding may be effected by

mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),

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 thereto. Nothing in this Agreement or any

other Loan Document will affect the right of any party to this Agreement to serve process in any

other manner permitted by law.

Section 12.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO

HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,

ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.11. Headings. Article and Section headings and the Table of

Contents used herein are for convenience of reference only, are not part of this Agreement

and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.12. Confidentiality. The Lender agrees to maintain the confidentiality

of the Information (as defined below) and not use the Information for any purpose not

contemplated by this Agreement, except that Information may be disclosed (a) to its and its

Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and

other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party

to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement

of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially

the same 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 Agreement, (g) with the consent of UHI or the Borrowers or (h) to the extent such Information (i) becomes publicly available other

than as a result of a breach of this Section or (ii) becomes available to the Lender on a nonconfidential basis from a source other than UHI or the Borrowers. For the purposes of this

Section, “Information” means all information received from UHI or the Borrowers relating to UHI or the Borrowers or its business, other than any such information that is publicly available

or available to the Lender on a nonconfidential basis prior to disclosure by UHI or the

Borrowers, provided that such information is identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would

accord to its own confidential information.

Section 12.13. Joint and Several Liability of Borrowers. Each Borrower

acknowledges and agrees that, whether or not specifically indicated as such in a Loan Document,

all Obligations shall be joint and several Obligations of each individual Borrower, and in

furtherance of such joint and several Obligations, each Borrower hereby irrevocably and

unconditionally guarantees the payment of all Obligations of each other Borrower. Each

Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally

liable to the Lender for all representations, warranties, covenants, obligations and indemnities of the Borrowers hereunder.

[Signature Page Follows]

Schedule 6.04

Liabilities (in Excess of $25,000,000)

1. U-Haul International, Inc. is the guarantor of all obligations under that Amended and

Restated Credit Agreement among Amerco Real Estate Company, Amerco Real Estate Company

of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, U-Haul International, Inc. and Merrill Lynch Commercial Finance Corp., dated as of June 8, 2005,

as amended, in the amount of $500,000,000.

2. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

in aggregate amount, of CMBS loans originated by Merrill Lynch Mortgage Lending, Inc. to

affiliates of U-Haul International, Inc., dated June 8, 2005.

3. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

in aggregate amount, of CMBS loans originated by Morgan Stanley Mortgage Capital, Inc. to

affiliates of U-Haul International, Inc., dated June 8, 2005.

4. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between AIG

Commercial Equipment Finance, Inc., as lessor 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 under a Master Equipment Lease, between

Banc of America Leasing & Capital, LLC, as lessor and U-Haul Leasing & Sales Co., dated

December 19, 1997, in the amount of $54,696,396.62.

6. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between

General Electric Capital Corporation, as lessor and U-Haul Leasing & Sales Co., dated

October 22, 2004, in the amount of $90,950,539.06.

7. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between

Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as lessor 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 International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. as

guarantor and Merrill Lynch Commercial Finance Corporation, as lender, dated as of June 28,

2005, in an amount up to $150,000,000.

9. U-Haul Leasing is lessee under a Master Equipment Lease, between Chase Equipment

Leasing, Inc. as Lessor and U-Haul Leasing & Sales Co., dated June 17, 1999, in the amount of

$38,764,463.17.

10. U-Haul Leasing is lessee under a Master Equipment Lease, between National City

Leasing Corporation, as Lessor and U-Haul Leasing & Sales Co., dated December 15, 1999, in

the amount of $30,638,189.26.

11. Obligations as Guarantor under that certain Promissory Note dated August 12, 2005 in

the maximum amount of up to $50,000,000 (of which $20,000,000 has currently been drawn) made by AREC Holdings, LLC and UHIL Holdings, LLC in favor of Morgan Stanley Mortgage

Capital, Inc.

12. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. as

guarantor and Merrill Lynch Commercial Finance Corporation, as lender, dated as of

November 10, 2005, in an amount up to $150,000,000.

13. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, 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 amount up to $150,000,000.

14. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc., as

guarantor, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as lender, dated as of

June 6, 2006, in an amount up to $50,000,000.

15. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. and

AMERCO, as guarantors, and U.S. Bancorp Equipment Finance Inc., as lender, dated as of

February 12, 2007, in an amount up to $30,000,000.

Schedule 6.15

Insurance Policies

AMERCO Insurance Program

Liability and Excess Insurance Policies

Business Auto

Various A RatedCarriers

Lead Excess CarrierAIG

$15 Million XS SIR

Service Vehicles and Hawaii Rental Fleet Self Insured Retention

and Alaska Rental Fleet Self-Insured Status $5 Million

Republic Western Policy Department of Transportaion

Arizona

Minimum Financial Minimum Financial

Responsibility Limits Responsibility Limits

The insurance program for AMERCO Workers Compensation

includes D&O Insurance, Crime, AIG

Aviation Insurance.

The excess liability insurance program

includes business auto. All carriers

have drop down endorsements 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 ASSIGNMENT AND ACCEPTANCE]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement, dated as of

March 12, 2007 (as the same may be amended, supplemented or otherwise modified from time to

time, the “Credit Agreement”), among U-HAUL LEASING & SALES CO., a Nevada

corporation, U-HAUL INTERNATIONAL, INC., a Nevada corporation, and MERRILL

LYNCH COMMERCIAL FINANCE CORP., as Lender. Capitalized terms used herein but not

defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1. The assignor named below (the “Assignor”) sells and assigns, without

recourse, to the assignee named below (the “Assignee”), and the Assignee hereby purchases and

assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below,

the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations

under the Credit Agreement, including, without limitation, the percentages and amounts set forth

on the reverse hereof of (a) the Commitments of the Assignor on the Effective Date and (b) the

Loans owing to the Assignor that are outstanding on the Effective Date. The Assignee hereby

acknowledges receipt of a copy of the Credit Agreement. From and after the Effective Date (a)

the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to

the extent of the interests assigned by this Assignment and Acceptance, have the rights and

obligations of a Lender thereunder and under the Loan Documents and (b) the Assignor shall, to

the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and

be released from its obligations under the Credit Agreement (and in the event that this

Assignment and Acceptance covers all or the remaining portion of the Assignor’s rights and

obligations under the Credit Agreement, the Assignor 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 account and not yet paid).

2. This Assignment and Acceptance is being delivered to the Assignor and the

Borrowers, together with, if the Assignee is organized under the laws of a jurisdiction outside the

United States, the forms specified in Section 5.10 of the Credit Agreement, duly completed and

executed by such Assignee.

3. This Agreement and Acceptance shall be governed by, and construed in

accordance with, the laws of the State of New York.

A-1

Date of Assignment:

Legal Name of Assignee:

Legal Name of Assignor:

Assignee’s Address for

Notices

Effective Date of Assignment (may not be fewer than five Business Days after the

Date of Assignment):

The terms set forth above are hereby agreed to:

[_____________________]

as Assignor,

By:_____________________

Name:

Title:

[_________________________]

as Assignee,

By: _______________________

Name:

Title:

A-2

B-1

EXHIBIT B

[FORM OF GUARANTEE AGREEMENT]

GUARANTEE

GUARANTEE, dated as of March 12, 2007, made by U-HAUL

INTERNATIONAL, INC. (the “Guarantor”), in favor of MERRILL LYNCH COMMERCIAL

FINANCE CORP., as lender (the “Lender”), parties to the Credit Agreement referred to below.

RECITALS

Pursuant to the Amended and Restated Credit Agreement, dated as of March 12,

2007 (as amended, supplemented or otherwise modified from time to time, the “Credit

Agreement”), among U-HAUL SALES & LEASING CO., U-HAUL CO. OF ARIZONA and U-

HAUL INTERNATIONAL, INC. (each, a “Borrower” and collectively, the “Borrowers”), the Guarantor and the Lender, the Lender has agreed to make loans to the Borrower upon the terms and subject to the conditions set forth therein, such loans to be evidenced by the Note issued by

the Borrower thereunder. The Borrowers are members of an affiliated group of corporations that

includes the Guarantor. The Borrowers and the Guarantor are engaged in related businesses, and

the Guarantor will derive substantial direct and indirect benefit from the making of the loans. It

is a condition precedent to the obligation of the Lender to make the loans to the Borrowers under

the Credit Agreement that the Guarantor hereto shall have executed and delivered this Guarantee

to the Lender.

NOW, THEREFORE, in consideration of the premises and to induce the Lender

to enter into the Credit Agreement and make the loans to the Borrowers, under the Credit

Agreement, the Guarantor hereby agrees with the Lender as follows:

1. Defined terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement

and used herein shall have the meanings given to them in the Credit Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import

when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular

provision of this Guarantee, and section and paragraph references are to this Guarantee unless

otherwise specified.

to both the singular and plural forms of such terms.

2. Guarantee.

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(a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Lender and

its respective successors, indorsees, transferees and assigns, the prompt and complete payment

and performance by each of U-Haul Sales & Leading Co. and U-Haul Co. of Arizona (each, an

“Affiliate Borrower” and collectively, the “Affiliate Borrowers”) of its obligations under the

Loan Documents, whether at stated maturity, by acceleration or otherwise.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the

maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no

vent exceed the amount which can be guaranteed by the Guarantor under applicable federal and

tate laws relating to the insolvency of debtors.

limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in

enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,

any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the

Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the

Obligations are paid in full and the Commitments are terminated, notwithstanding that from time

to time prior thereto the Affiliate Borrowers, individually or collectively, may be free from any

Obligations.

(d) The Guarantor agrees that the Obligations may at any time and from time to time

exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee

or affecting the rights and remedies of the Lender hereunder.

(e) No payment or payments made by any Borrower, the Guarantor, any other guarantor

or any other Person or received or collected by the Lender from any Borrower, the Guarantor,

any other guarantor or any other Person by virtue of any action or proceeding or any set-off or

appropriation or application at any time or from time to time in reduction of or in payment of the

Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the

Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected

from the Guarantor in respect of the Obligations, remain liable for the Obligations up to the

maximum liability of the Guarantor hereunder until the Obligations are paid in full and the

Commitments are terminated.

(f) The Guarantor agrees that whenever, at any time, or from time to time, it shall make

any payment to the Lender on account of its liability hereunder, it will notify the Lender in

writing that such payment is made under this Guarantee for such purpose.

3. Right of Set-off. The Guarantor hereby irrevocably authorizes the Lender at any time

and from time to time without notice to the Guarantor, any such notice being expressly waived

by the Guarantor, to set-off and appropriate and apply any and all deposits (general or special,

time or demand, provisional or final), in any currency, and any other credits, indebtedness or

claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured

or unmatured, at any time held or owing by the Lender to or for the credit or the account of the

Guarantor, or any part thereof in such amounts as the Lender may elect, against and on account

of the obligations and liabilities of the Guarantor to the Lender hereunder and claims of every

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nature and description of the Lender against the Guarantor, in any currency, whether arising

hereunder, under the Credit Agreement, the Note, any Loan Documents or otherwise, as the

Lender may elect, whether or not the Lender has made any demand for payment and although

such obligations, liabilities and claims may be contingent or unmatured. The Lender shall notify

the Guarantor promptly of any such set-off and the application made by the Lender, provided

that the failure to give such notice shall not affect the validity of such set-off and application.

The rights of the Lender a under this Section are in addition to other rights and remedies

(including, without limitation, other rights of set-off) which the Lender may have.

4. No Subrogation. Notwithstanding any payment or payments made by the Guarantor

hereunder or any set-off or application of funds of the Guarantor by the Lender, the Guarantor

shall not be entitled to be subrogated to any of the rights of the Lender against the Affiliate

Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by

any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek

any contribution or reimbursement from the Affiliate Borrowers or any other guarantor in respect

of payments made by the Guarantor hereunder, until all amounts owing to the Lender by the

Affiliate Borrowers on account of the Obligations are paid in full and the Commitments are

terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at

any time when all of the Obligations shall not have been paid in full, such amount shall be held

by the Guarantor in trust for the Lender, segregated from other funds of the Guarantor, and shall,

forthwith upon receipt by the Guarantor, be turned over to the Lender in the exact form received

by the Guarantor (duly indorsed by the Guarantor to the Lender, if required), to be applied

against the Obligations, whether matured or unmatured, in such order as the Lender may determine.

5. Amendments, etc. with respect to the Obligations; Waiver of Rights. The Guarantor

shall remain obligated hereunder notwithstanding that, without any reservation of rights against

the Guarantor and without notice to or further assent by the Guarantor, any demand for payment

of any of the Obligations made by the Lender may be rescinded by such party and any of the Obligations

continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any

collateral security or guarantee therefor or right of offset with respect thereto, may, from time

to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,

waived, surrendered or released by the Lender, and the Credit Agreement, the Note and the

other Loan Documents and any other documents executed and delivered in connection

therewith may be amended, modified, supplemented or terminated, in whole or in part, as

the Lender may deem advisable from time to time, and any collateral security, guarantee or

right of offset at any time held by the Lender for the payment of the Obligations may be sold,

exchanged, waived, surrendered or released. The Lender shall not have any obligation to protect,

secure, perfect or insure any Lien at any time held by it as security forthe Obligations or for this

Guarantee or any property subject thereto. When making any demand hereunder against the

Guarantor, the Lender may, but shall be under no obligation to, make a similar demand on the

Affiliate Borrowers or any other guarantor, and any failure by the Lender

to make any such demand or to collect any payments from the Affiliate Borrowers or any such

other guarantor or any release of an Affiliate Borrower or such other guarantor shall not relieve

the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights

and remedies, express or implied, or as a matter of law, of the Lender against the Guarantor. For

B-3

the purposes hereof “demand” shall include the commencement and continuance of any

legal proceedings.

6. Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of

the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of

reliance by the Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and

any of them, shall conclusively be deemed to have been created, contracted or incurred, or

renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings

between the Affiliate Borrowers and the Guarantor, on the one hand, and the Lender and the Affiliate Borrowers, on the other hand, likewise shall be conclusively presumed to have been had

or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment,

protest, demand for payment and notice of default or nonpayment to or upon the Affiliate

Borrowers or the Guarantor with respect to the Obligations. The Guarantor understands and

agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Note or any other Loan Document, any of the Obligations or any other collateral

security therefor or guarantee or right of offset with respect thereto at any time or from time to

time held by the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment of performance) which may at any time be available to or be asserted by the Affiliate Borrowers against the Lender, or (c) any other circumstance whatsoever (with or without notice

to or knowledge of any Affiliate Borrower or the Guarantor) which constitutes, or might be

construed to constitute, an equitable or legal discharge of any Affiliate Borrower for the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance.

When pursuing its rights and remedies hereunder against the Guarantor, the Lender may, but

shall be under no obligation to, pursue such rights and remedies as it may have against any

Affiliate Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Lender to pursue

such other rights or remedies or to collect any payments from any Affiliate Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Affiliate Borrower or any such other Person or any such

collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability

hereunder, and shall not impair or affect the rights and remedies, whether express, implied or

available as a matter of law, of the Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and 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 Guarantor under this Guarantee shall have been satisfied by payment in full

and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Affiliate Borrowers, individually or collectively, may be free

from any Obligations.

7. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the

case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or

must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,

dissolution, liquidation or reorganization of any Affiliate Borrower or the Guarantor, or upon or

as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar

B-4

officer for, any Affiliate Borrower or the Guarantor or any substantial part of its property,

or otherwise, all as though such payments had not been made.

8. Not Affected by Bankruptcy. Notwithstanding any modification, discharge or

extension of the Obligations or any amendment, modification, stay or cure of the Lender's rights

which may occur in any bankruptcy or reorganization case or proceeding against any Affiliate Borrower, whether permanent or temporary, and whether or not assented to by the Lender, the

Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Obligations

and discharge their other obligations in accordance with the terms of the Obligations and the

terms of this Guarantee. The Guarantor understands and acknowledges that, by virtue of this

Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or

proceeding with respect to any or all Affiliate Borrowers. Without in any way limiting the

generality of the foregoing, any subsequent modification of the Obligations in any reorganization

case concerning any Affiliate Borrower shall not affect the obligation of the Guarantor to pay

and perform the Obligations in accordance with the original terms thereof.

9. Payments. The Guarantor hereby guarantees that payments hereunder will be paid to

the Lender without set-off or counterclaim in U.S. Dollars at the office of the Lender specified in

Section 9.02 of the Credit Agreement.

10. Notices. All notices, requests and demands to or upon the Lender, or the Guarantor to

be effective shall be in writing (or by telex, fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made (1) when delivered by hand or (2)

if given by mail, when deposited in the mails by certified mail, return receipt requested, or (3) if

by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed

as follows:

(a) if to the Lender, at its address or transmission number for notices provided in

Section 12.01 of the Credit Agreement; and

(b) if to the Guarantor, at its address or transmission number for notices set forth under

its signature below.

The Lender and the Guarantor may change its address and transmission numbers for notices

by notice in the manner provided in this Section.

11. Severability. Any provision of this Guarantee which is prohibited or unenforceable in

any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions hereof, and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision

in any other jurisdiction.

12. Integration. This Guarantee represents the agreement of the Guarantor with respect to

the subject matter hereof and there are no promises or representations by the Lender relative to

the subject matter hereof not reflected herein.

13. Amendments in Writing; No Waiver; Cumulative Remedies.

B-5

(a) None of the terms or provisions of this Guarantee may be waived, amended,

supplemented or otherwise modified except by a written instrument executed by the Guarantor

and the Lender, provided that any provision of this Guarantee may be waived by the Lender in a

letter or agreement executed by the Lender or by telex or facsimile transmission from the Lender.

(b) The Lender shall not by any act (except by a written instrument pursuant to Section

18(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or

remedy hereunder or to have acquiesced in any default or Event of Default or in any breach of

any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on

the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof.

No single or partial exercise of any right, power or privilege hereunder shall preclude any other

or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to

any right or remedy which the Lender would otherwise have on any future occasion.

The rights and remedies herein provided are cumulative, may be exercised singly

or concurrently and are not exclusive of any other rights or remedies 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 construction hereof or be taken into consideration in

the interpretation hereof.

15. Successors and Assigns. This Guarantee shall be binding upon the successors and

assigns of the Guarantor and shall inure to the benefit of the Lender and its successors

and assigns.

16. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE

OF NEW YORK.

17. Submission To Jurisdiction; Waivers. The Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this

Guarantee and the other Loan Documents to which it is a party, or for recognition and

enforcement of any judgment 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 America for the Southern

District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives

any objection that it may now or hereafter have to the venue of any such action or proceeding in

any such court or that such action or proceeding was brought in an inconvenient court and agrees

not to plead or claim the same;

mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),

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 right to effect service of process in any

other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim

or recover in any legal action or proceeding referred to in this Section any special, exemplary,

punitive or consequential damages.

18. Acknowledgments. The Guarantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this

Guarantee and the other Loan Documents to which it is a party;

(b) The Lender has no fiduciary relationship with nor duty to the Guarantor arising out of

or in connection with this Guarantee or any of the other Loan Documents to which it is a party,

and the relationship between the Guarantor and the Affiliate Borrowers on the one hand, and Guarantor and Lender , on the other hand, in connection herewith or therewith is solely that of

debtor and creditor; and

by virtue of the transactions contemplated hereby among the Guarantor, the Affiliate Borrowers

and the Lender.

19. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY

AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR

PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT

AND FOR ANY COUNTERCLAIM THEREIN.

[Signature Page Follows]

B-7

B-1

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and

delivered by its duly authorized officer as of the day and year first above written.

U-HAUL INTERNATIONAL, INC.

By:__________________

Name:

Title:

Address for Notices:

2727 North Central Avenue

Phoenix, Arizona 85004

Tel: (775) 688-6300

Fax: (775) 688-6338

Date: November __, 2005

ACCEPTED AND AGREED:

MERRILL LYNCH COMMERCIAL FINANCE CORP.

By: __________________

Name:

Title:

B-8

EXHIBIT C

FORM OF BORROWING REQUEST

_____________, 20__

Merrill Lynch Bank Commercial Finance Corp.

4 World Financial Center, 10th Floor

New York, New York 10080

Attention: [________]

Re: $100,000,000 Credit Agreement

Ladies and Gentlemen:

The undersigned are Responsible Officers of U-Haul Leasing & Sales Co., U-Haul Co. of

Arizona and U-Haul International, Inc. (collectively, the “Borrowers”), and are authorized to

execute and deliver this Borrowing Request on behalf of the Borrowers pursuant to the Amended

and Restated Credit Agreement, dated as of March 12, 2007 (as amended, supplemented or

modified from time to time, the “Agreement”), among the Borrowers, U-Haul International, Inc.,

as Servicer/Manager and Guarantor, and Merrill Lynch Commercial Finance Corp. Capitalized

terms not otherwise defined herein have the meanings ascribed thereto in the Agreement. The

Borrowers hereby request that a Loan be made under the Agreement on __________, 20__ in the

amount 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 Agreement is true and correct in all respects on and as of the date hereof as though

made as of the date hereof and on the date of the Loan requested hereby, immediately

after giving effect to the such Loan.

(ii) No Default or Event of Default has occurred and is occurring. No

Default, Event of Default or Borrowing Base Deficiency will exist as a result of making

the requested Loan.

(iii) Attached hereto as Schedule I is a copy of the Borrowing Base

Certificate calculated as of ______, 20__, together with an accompanying Vehicle

Schedule.

(iv) Attached hereto as Schedule II is the confirmation of receipt of the

Custodian required pursuant to Section 4.02(b) of the Agreement, if applicable.

(v) No Material Adverse Change has occurred since June 28, 2005.

C-1

The information supplied in the Schedules hereto is accurate as of the dates specified therein.

U-HAUL LEASING & SALES CO.

By: __________________

Name:

Title:

U-HAUL CO. OF ARIZONA

By: __________________

Name:

Title:

U-HAUL INTERNATIONAL, INC.

By: __________________

Name:

Title:

EXHIBIT D

[FORM OF BORROWING BASE CERTIFICATE]

D-1

Monthly Analysis

Aged Truck Revolving Facility

Borrowing Base Analysis

Date: 3/12/2007

Borrowing Base Calculation

Age Model Type Model Year Assigned Value # of Units Market Value Advance Rate Borrowing Base

14 years	DC	1993	$2,500	1,121	$2,802,500	65%	$1,821,625
13 years	DC	1994	$3,500	4,144	$14,504,000	65%	$9,427,600
12 years	DC	1995	$4,500	1,709	$7,690,500	65%	$4,998,825
11 years	DC	1996	$5,000	3,644	$18,220,000	65%	$11,843,000
10 years	DC	1997	$5,500	3,511	$19,310,500	65%	$12,551,825
9 years	DC	1998	$6,000	1,802	$10,812,000	65%	$7,027,800
8 years	DC	1999	$6,500	2,879	$18,713,500	65%	$12,163,775
13 years	EL	1994	$4,500	3,446	$15,507,000	65%	$10,079,550
10 years	EL	1997	$5,500	1,397	$7,683,500	65%	$4,994,275
9 years	EL	1998	$6,500	3,858	$25,077,000	65%	$16,300,050
7 years	EL	2000	$9,000	551	$4,959,000	65%	$3,223,350
14 years	GH	1993	$3,500	2,065	$7,227,500	65%	$4,697,875
13 years	GH	1994	$4,500	252	$1,134,000	65%	$737,100
12 years	GH	1995	$5,500	1,172	$6,446,000	65%	$4,189,900
8 years	GH	1999	$8,500	239	$2,031,500	65%	$1,320,475
7 years	GH	2000	$9,500	226	$2,147,000	65%	$1,395,550
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 SETTLEMENT REPORT]

E-1

[ML to provide revised form of report]

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EXHIBIT F

FORM OF NOTE

NOTE

$100,000,000.00 March 12, 2007

FOR VALUE RECEIVED, U-Haul Leasing & Sales Co., a Nevada corporation, U-Haul

Co. of Arizona, an Arizona corporation an U-Haul International, Inc., a Nevada Corporation

(collectively, the “Borrowers”), jointly and severally, hereby unconditionally promise to pay to

Merrill Lynch Commercial Finance Corp., a Delaware corporation (the “Lender”), by wire

transfer to such location or account in the United States as the Lender shall specify to the

Borrower from time to time, in Federal or other immediately available funds in lawful money of

the United States the principal amount of ONE HUNDRED MILLION DOLLARS

($100,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans made to the Borrower pursuant to the Agreement (as defined herein) in installments in such amounts and on

such dates as are determined pursuant to the Agreement.

The Borrowers, jointly and severally, promise to pay interest on the unpaid principal

amount of all Loans made by the Lender hereunder and under the Agreement from time to time

from the date each such Loan is made until payment in full thereof, in like money at the rates and

on the dates set forth in the Agreement.

To the extent not due prior to such time, the entire unpaid principal balance of this Note,

together with accrued unpaid interest, shall be due and payable upon the occurrence of an Event

of Default.

The Lender shall (i) record on its books the date and amount of each Loan made by the

Lender to the Borrower hereunder and (ii) prior to any transfer of this Note (or, at the discretion

of the Lender, at any other time), endorse such information on the schedule attached hereto

or any continuation thereof. The failure of the Lender to make any such recordation shall not affect

the obligations of the Borrowers under this Note or the Agreement.

This Note may be assigned or participated only in accordance with Section 12.04(b) of

the Agreement. Any purported assignment or participation of this Note in violation of such

Section shall be null and void ab initio.

This Note is the Note referred to in and is entitled to the benefits and subject to the terms

of, the Amended and Restated Credit Agreement, dated as of March 12, 2007 (as amended, supplemented or modified from time to time, the “Agreement”), among the Borrowers, U-Haul

International, Inc., as Servicer/Manager and Guarantor, and the Lender. The Agreement

contains, among other things, provisions for acceleration of the maturity hereof upon the occurrence of certain stated events and also for prepayments on account of the principal hereof

prior to the maturity hereof upon the terms and conditions specified therein.

F-1

Except as otherwise specified in the Agreement, presentment, demand, protest and all

other notices of any kind are hereby expressly waived by the Borrowers.

Capitalized terms used herein that are not otherwise defined shall have the meanings

ascribed thereto in the Agreement.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED

BY, THE LAWS OF THE STATE OF NEW YORK.

U-HAUL LEASING & SALES CO.,

as a Borrower

By: __________________

Name:

Title:

U-HAUL CO. OF ARIZONA,

as a Borrower

By: __________________

Name:

Title:

U-HAUL INTERNATIONAL, INC.

as a Borrower

By: __________________

Name:

Title:

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. With respect to any Vehicle that has a Truck Age of greater than five (5) years, its

“Market Value” shall be as follows:

Truck Age	Model Type
(in years)	EL	DC	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. With 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 Book, or such other value to which the Lender and the Borrowers

may mutually agree.

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EXHIBIT H

[RESERVED]

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EXHIBIT I

[Reserved]

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EXHIBIT J

[Reserved]

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EXHIBIT K

WIRE INSTRUCTIONS

To Lender:

Account No. A/C 62030

Bank: MLBUSA

Address: 4 World 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

ANNEX I

ELIGIBLE VEHICLE COLLATERAL

As of any date of determination, a Vehicle constitutes Eligible Vehicle Collateral

if such Vehicle meets all of the requirements set forth below:

(i) such Vehicle is a motor vehicle comprising part of Borrower’s “U-Move” fleet;

(ii) such Vehicle is in good working condition and the Servicer/Manager has

performed all maintenance on such Collateral in accordance with industry standards;

(iii) when such Vehicle is pooled with all other Vehicles, the average Truck

Age of all Vehicles is not greater than 12 years;

(iv) the Truck Age of such Vehicle is not greater than 14 years old;

(v) such Vehicle is, when not rented by a consumer in the ordinary course of

Borrower’s business, located at U-Move rental locations in the United States;

(vi) the Lender has a legal, valid and enforceable security interest in such

Vehicle and the interest of the Lender in the Collateral is perfected under the applicable state

motor vehicle law, prior to and enforceable against all creditors of and purchasers from the

Borrowers and all other Persons whatsoever (other than the Lender and its successors and

assigns); provided that for a period of 120 days after the date on which such Vehicle is pledged

to the Lender under the Security Agreement, a Vehicle shall be deemed to satisfy this clause (vi),

notwithstanding that the Lien of the Lender is not noted on the related Certificate of Title; and

(vii) within 120 days of the date on which a Vehicle is pledged to the Lender

pursuant to the Security Agreement (A) the Certificate of Title for such Vehicle shall be

amended or reissued to note the Lien of “MERRILL LYNCH COMMERCIAL FINANCE

CORP.” in the manner prescribed in the applicable jurisdiction, (B) if necessary to perfect in any

jurisdiction, the lien of the Lender shall be identified on a notice of lien or other filing made in

the appropriate state motor vehicle filing office, and (C) all applicable fees in connection with

the activities described in the foregoing clauses (A) and (B) shall be paid in full; provided, that

notwithstanding clause (A), with respect to those jurisdictions that have a twenty-five (25)

character limitation when noting the names of lien holders, such Certificates of Title shall note a

Lien in favor of “MERRILL LYNCH COM FIN CRP” or such other formulation acceptable to

the Lender.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed

thereto in the Agreement to which this Annex I is attached.

Annex I-1