EXHIBIT 10.4
NOTE
$465,000,000 June 8, 2005
New York, New York
FOR VALUE RECEIVED, AMERCO REAL ESTATE COMPANY, a Nevada
corporation, AMERCO REAL ESTATE COMPANY OF TEXAS, INC., a Texas corporation,
AMERCO REAL ESTATE COMPANY OF ALABAMA, INC., an Alabama corporation, and U-HAUL
CO. OF FLORIDA, INC., a Florida corporation (each, a "Borrower" and,
individually and collectively, jointly and severally, the "Borrowers") hereby
jointly and severally promise to pay to the order of XXXXXXX XXXXX COMMERCIAL
FINANCE CORP. (the "Lender"), at the principal office of the Lender at 0 Xxxxx
Xxxxxxxxx Xxxxxx, 10th Floor, New York, New York 10080, in lawful money of the
United States, and in immediately available funds, the principal sum of FOUR
HUNDRED AND SIXTY-FIVE MILLION DOLLARS ($465,000,000) (or such lesser amount as
shall equal the aggregate unpaid principal amount of the Loans made by the
Lender to the Borrowers under the Credit Agreement (as defined below)), on the
dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such Loan, at such office, in
like money and funds, for the period commencing on the date of such Loan until
such Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.
The date, amount and interest rate of each Loan made by the Lender
to the Borrowers, and each payment made on account of the principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this
Note, endorsed by the Lender on the schedule attached hereto or any continuation
thereof; provided, that the failure of the Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrowers to make a
payment when due of any amount owing under the Credit Agreement or hereunder in
respect of the Loans made by the Lender.
This Note is the Note referred to in the Amended and Restated Credit
Agreement dated as of June 8, 2005 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Credit Agreement")
between the Borrowers and the Lender, and evidences Loans made by the Lender
thereunder. Terms used but not defined in this Note have the respective meanings
assigned to them in the Credit Agreement.
The Borrowers agree, jointly and severally, to pay all the Lender's
costs of collection and enforcement (including reasonable attorneys' fees and
disbursements of Xxxxxx's counsel) in respect of this Note in accordance with
the Credit Agreement, including, without limitation, reasonable attorneys' fees
through appellate proceedings.
Notwithstanding the pledge of the Collateral, each Borrower hereby
acknowledges, admits and agrees that the Borrowers' obligations under this Note
include recourse obligations of the Borrowers to which each Borrower pledges its
full faith and credit.
Each Borrower, and any endorsers or guarantors hereof, (a) severally
waive diligence, presentment, protest and demand and also notice of protest,
demand, dishonor and nonpayments of this Note, (b) expressly agree that this
Note, or any payment hereunder, may be
extended from time to time, and consent to the acceptance of further Collateral,
the release of any Collateral for this Note, the release of any party primarily
or secondarily liable hereon, and (c) expressly agree that it will not be
necessary for the Lender, in order to enforce payment of this Note, to first
institute or exhaust the Lender's remedies against the Borrowers or any other
party liable hereon or against any Collateral for this Note. No extension of
time for the payment of this Note, or any installment hereof, made by agreement
by the Lender with any person now or hereafter liable for the payment of this
Note, shall affect the liability under this Note of any Borrower, even if such
Borrower is not a party to such agreement; provided, however, that the Lender
and each Borrower, by written agreement between them, may affect the liability
of the Borrowers.
Any reference herein to the Lender shall be deemed to include and
apply to every subsequent holder of this Note. Reference is made to the Credit
Agreement for provisions concerning optional and mandatory prepayments,
Collateral, guarantees, acceleration and other material terms affecting this
Note.
Each Borrower hereby acknowledges and agrees that such Borrower
shall be jointly and severally liable to the maximum extent permitted by
applicable law for all representations, warranties, covenants, obligations and
indemnities of the Borrowers under the Loan Documents.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE
OF LAW DOCTRINE) WHOSE LAWS EACH BORROWER EXPRESSLY ELECTS TO APPLY TO THIS
NOTE. EACH BORROWER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR
ARISING OUT OF THIS NOTE MAY BE COMMENCED IN THE SUPREME COURT OF THE STATE OF
NEW YORK, BOROUGH OF MANHATTAN, OR IN THE DISTRICT COURT OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK.
AMERCO REAL ESTATE COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
AMERCO REAL ESTATE COMPANY OF TEXAS, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
AMERCO REAL ESTATE COMPANY OF ALABAMA, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
U-HAUL CO. OF FLORIDA, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
U-HAUL INTERNATIONAL, INC., as Guarantor
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
SCHEDULE OF LOANS
This Note evidences Loans made under the within-described Credit
Agreement to the Borrower, on the dates, in the principal amounts and bearing
interest at the rates set forth below, and subject to the payments and
prepayments of principal set forth below:
PRINCIPAL UNPAID
AMOUNT AMOUNT PAID PRINCIPAL NOTATION
DATE MADE OF LOAN OR PREPAID AMOUNT MADE BY
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