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Exhibit 4.3
Execution Copy
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AMERCO
TO
THE BANK OF NEW YORK, TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 4, 2000
TO
SENIOR INDENTURE
DATED AS OF APRIL 1, 1999
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8.80% SENIOR NOTES DUE 2005
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TABLE OF CONTENTS
Page(s)
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RECITALS OF THE COMPANY.................................................. 1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF SPECIAL APPLICATION.... 1
SECTION 101. Definitions.......................................... 1
SECTION 102. Senior Indenture..................................... 7
SECTION 103. Counterparts......................................... 7
ARTICLE TWO FORM OF THE NOTES.......................................... 7
SECTION 201. Form of the Face of the Notes........................ 7
SECTION 202. Form of the Reverse of the Notes..................... 9
SECTION 203. Form of the Certificate of Authentication............ 14
ARTICLE THREE GENERAL TERMS AND CONDITIONS OF THE NOTES................ 15
SECTION 301. Designation of Securities and Amounts Thereof........ 15
SECTION 302. Payment of Principal and Interest.................... 15
SECTION 303. Ranking.............................................. 16
SECTION 304. Book-Entry System.................................... 16
ARTICLE FOUR SATISFACTION AND DISCHARGE................................ 17
SECTION 401. Defeasance of the Notes.............................. 17
ARTICLE FIVE REMEDIES.................................................. 18
SECTION 501. Events of Default.................................... 18
ARTICLE SIX COVENANTS.................................................. 18
SECTION 601. Limitation on Liens Securing Indebtedness............ 18
SECTION 602. Limitation on Sale and Leaseback..................... 20
SECTION 603. Restrictive Agreements............................... 20
SECTION 604. Defeasance of Certain Obligations.................... 21
ARTICLE SEVEN PURCHASE OF SECURITIES................................... 21
SECTION 701. Purchase of Securities at the Option of Holders Upon
a Change in Control.................................. 21
ARTICLE EIGHT MODIFICATIONS............................................ 23
SECTION 801. Modification or Amendment............................ 23
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SECOND SUPPLEMENTAL INDENTURE, dated as of the 4th day of February,
2000 (this "Supplemental Indenture"), between AMERCO, a corporation duly
organized and existing under the laws of the State of Nevada (herein called the
"Company"), having its principal office at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxx,
Xxxxxx 00000-0000, and The Bank of New York, a New York banking corporation,
having its principal corporate trust office in New York, New York, as Trustee
(herein called the "Trustee") under the Senior Indenture dated as of April 1,
1999 between the Company and the Trustee (the "Senior Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Senior Indenture to the
Trustee to provide for the issuance of its senior unsecured debentures, notes or
other evidences of indebtedness, to be issued from time to time in one or more
series as determined by the Company in accordance with the terms of the Senior
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as provided in the Senior Indenture.
Pursuant to the terms of the Senior Indenture, the Company desires
to provide for the establishment of a new series of notes to be known as its
8.80% Senior Notes Due 2005 (said series being hereinafter referred to as the
"Notes"), the form and substance of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Senior Indenture and this
Supplemental Indenture.
All things necessary to make this Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Notes by the Holders thereof (as defined below), it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF SPECIAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:
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(1) terms used herein and not otherwise defined herein shall
have the respective meanings assigned thereto in the Senior Indenture,
whether by cross-reference or otherwise;
(2) the words "herein," "hereof" and "hereunder" and other
words of similar import, when used in this Supplemental Indenture, refer
to this Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision thereof; and
(3) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular, as follows:
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Attributable Debt" means indebtedness for money borrowed deemed to
be incurred in respect of a Sale and Leaseback Transaction and shall be, at the
date of determination, the present value (discounted at the actual rate of
interest implicit in such transaction, compounded annually), of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction, after excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water and utility rates and similar charges.
"Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock, partnership
interests, or any other participation, right, warrant, option or other interest
in the nature of an equity interest in such Person, but excluding debt
securities convertible or exchangeable into such equity interest.
"Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its Subsidiaries in accordance with GAAP.
"Change in Control" means the occurrence of (i) any consolidation,
share exchange or merger regarding the Company in which the Company is not the
continuing or surviving corporation or where the Company's Voting Stock would be
converted into cash, securities or other property, other than a merger in which
the Holders of the Company's Voting Stock immediately prior to the merger have
the same or greater direct or indirect proportionate ownership of the surviving
corporation's Voting Stock immediately after the merger as they had of the
Company's Voting Stock immediately before the merger, or (ii) any person or
group (as either such term is used in Section 13(d) and 14(d) of the Exchange
Act), including Affiliates of the Company (but not including the Company, the
Company's Subsidiaries, employee stock ownership plans or employee benefit plans
of the Company or the Company's Subsidiaries or Permitted Persons), filing a
Schedule 13D or 14D-1 (or any successor schedule, form or report under the
Exchange Act) disclosing that such a person has become the beneficial owner (as
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defined in Rule 13d-2 and 13d-5 under the Exchange Act), directly or indirectly,
of 50% or more of the Company's Voting Stock.
"Change in Control Notice" has the meaning specified in Section 701
hereof.
"Change in Control Payment Date" has the meaning specified in
Section 701 hereof.
"Change in Control Purchase" has the meaning specified in Section
701 hereof.
"Change in Control Triggering Event" means the occurrence of both a
Change in Control and a Rating Decline with respect to the Notes.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of a selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotation, or (ii) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of the quotations.
"Consolidated Net Tangible Assets" means, as of the date of any
determination thereof, the total amount of all assets of the Company and its
Consolidated Subsidiaries (less depreciation, depletion and other properly
deductible valuation reserves) after deducting Intangibles.
"Consolidated Subsidiary" means any Subsidiary of the Company or of
any Consolidated Subsidiary which is consolidated with the Company for financial
reporting purposes in accordance with GAAP.
"Default" means an event which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default.
"Dollars" means the lawful currency of the United States of America.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"GAAP" means United States generally accepted accounting principles
as in effect as of the date of determination, unless otherwise stated.
"Global Security" has the meaning specified in Section 304 hereof.
"Good Faith Contest" means, with respect to any tax, assessment,
Lien, obligation, claim, liability, judgment, injunction, award, decree, order,
law, regulation, statute or similar item, any challenge or contest thereof by
appropriate proceedings timely initiated in good faith by the
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Person subject thereto for which adequate reserves therefor have been taken in
accordance with GAAP.
"indebtedness for money borrowed," when used with respect to the
Company or any Subsidiary, means any obligation of, or any obligation guaranteed
by, the Company or any Subsidiary for the repayment of borrowed money, whether
or not evidenced by bonds, debentures, notes or other written instruments, and
any deferred obligation of, or any such obligation guaranteed by, the Company
for the payment of the purchase price of Property or assets.
"Intangibles" means all Intellectual Properties and all goodwill,
patents, trade names, trademarks, copyrights, franchises, experimental expense,
organization expense, unamortized debt discount and expense, deferred assets
(other than prepaid insurance, prepaid taxes, prepaid advertising, prepaid
licensing and other similar expenses prepaid in the ordinary course of
business), amounts invested in or advanced to or equity in the Company's
Subsidiaries other than Consolidated Subsidiaries less any writedowns thereof,
the excess of cost of shares acquired over book value of related assets, any
increase in the value of a fixed asset arising from a reappraisal, revaluation
or write-up thereof, and such other assets as are properly classified as
"intangible assets" in accordance with GAAP.
"Intellectual Properties" means all material patents, patent
applications, copyrights, copyright applications, trade secrets, trade names and
trademarks, technologies, methods, processes or other proprietary properties or
information which are used by the Company and its Consolidated Subsidiaries in
the conduct of their business and are either owned by them or are used, employed
or practiced by them under valid and existing licenses, grants, "shop rights" or
other rights.
"Investment Grade Rating" means a rating equal to or higher than
BBB- (or the equivalent) by Standard & Poor's Rating Group (or any successor to
the rating agency business thereof), BBB- (or the equivalent) by Fitch IBCA,
Inc. (or any successor to the rating agency business thereof) and BBB- (or the
equivalent) by Duff & Xxxxxx Credit Rating Co. (or any successor to the rating
agency business thereof).
"Issue Date" means the date of initial issuance of the Notes under
this Supplemental Indenture and the Senior Indenture.
"Lien" means any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
bankers' liens, setoffs and similar arrangements, leases and other title
exceptions and encumbrances (including, with respect to stock, stockholder
agreements, voting trust agreements, buy-back agreements and all similar
arrangements) affecting Property. For the purposes hereunder, the Company or a
Consolidated Subsidiary shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional sale agreement, Capitalized Lease
or other arrangement pursuant to which title to
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the Property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.
"Permitted Persons" means (i) Xxxxxx X. Xxxxx, Xxxx X. Xxxxx,
Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxx X. Xxxxx and the spouse and lineal
descendants of each such individual, the spouses of each such lineal
descendants and the lineal descendants of such spouses, (ii) any trusts for
the primary benefit of, the executor or administrator of the estate of, or
other legal representative of, any of the individuals referred to in the
foregoing clause (i), and (iii) any corporation with respect to which all the
Voting Stock thereof is, directly or indirectly, owned by any of the
individuals referred to in the preceding clause (i).
"Priority Debt" means (i) indebtedness for money borrowed of any
Consolidated Subsidiary, except indebtedness for money borrowed issued to and
held by the Company or a Wholly Owned Consolidated Subsidiary, and (but without
duplication) (ii) Secured Indebtedness.
"Property" means any kind of property or asset, whether real,
personal or mixed, and whether tangible or intangible.
"Purchase Date" has the meaning specified in Section 701 hereof.
"Purchase Notice" has the meaning specified in Section 701 hereof.
"Purchase Price" has the meaning specified in Section 701 hereof.
"Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.
"Rating Agencies" means Standard & Poor's Rating Group, Fitch
IBCA, Inc. and Duff & Xxxxxx Credit Rating Co. or any successor to the
respective rating agency businesses thereof.
"Rating Date" means the date which is 90 days prior to the earlier
of (i) a Change in Control and (ii) public notice of the occurrence of a Change
in Control or of the intention of the Company to effect a Change in Control.
"Rating Decline" means, with the respect to the Notes, the
occurrence of the following on, or within 90 days after, the date of public
notice of the occurrence of a Change in Control or of the intention by the
Company to effect a Change in Control (which period shall be extended so long as
the rating of such Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies): (a) in the event the Notes were
assigned an Investment Grade Rating by at least two of the three Rating Agencies
on the Rating Date, the rating of the Notes by both Standard & Poor's Rating
Group and Fitch IBCA, Inc. shall decrease below an Investment Grade Rating; or
(b) in the event the Notes were rated below an Investment Grade Rating by at
least two of the three Rating Agencies on the Rating Date, the rating of the
Notes by either Standard & Poor's Rating Group or Fitch IBCA, Inc. shall
decrease by one or more gradations (including gradations within rating
categories as well as between rating categories).
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"Reference Treasury Dealer" means (i) each of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Chase Securities Inc. and their respective
successors; however, if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding the redemption date.
"Rentals" means and includes, as of the date of any determination
thereof, all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
Property) payable by the Company or a Consolidated Subsidiary, as lessee or
sublessee under a lease of real or personal Property, but shall be exclusive of
any amounts required to be paid by the Company or a Consolidated Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.
"Sale and Leaseback Transaction" has the meaning specified in
Section 602 hereof.
"Secured Indebtedness" means any indebtedness for money borrowed,
whether of the Company or any Consolidated Subsidiary, secured by any Lien on
any Property of the Company or any Consolidated Subsidiary.
"Subsidiary" means a Person more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
"Voting Stock" of a Person means all classes of Capital Stock of
such Person then outstanding and normally entitled to vote in the election of
directors (or Persons performing similar functions) or to direct the business
and affairs of the issuer of such Capital Stock in the absence of contingencies.
"Wholly Owned Consolidated Subsidiary" means any Consolidated
Subsidiary all of the outstanding Capital Stock of which (except for directors'
qualifying shares to the extent required by applicable law) is owned by the
Company and/or its Wholly Owned Consolidated Subsidiaries.
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SECTION 102. Senior Indenture.
The Senior Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.
SECTION 103. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
ARTICLE TWO
FORM OF THE NOTES
SECTION 201. Form of the Face of the Notes.
The face of the Notes is to be substantially in the following form:
[To be included on the face of any Note that is a Global Security:
This Note is a Global Security within the meaning of the
Supplemental Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository or a successor
depository. This Note is not exchangeable for Notes registered in the name
of a Person other than the Depository or its nominee except in the limited
circumstances described in the Senior Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except
in the limited circumstances described in the Supplemental Indenture.]
[To be included on the face of any Note that is a Global Security where
DTC is the Depository:
Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company (as defined below) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]
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AMERCO
8.80% Senior Notes Due 2005
No.__________ $__________
CUSIP No. 000000XX0
AMERCO, a corporation duly organized and existing under the
laws of Nevada (herein called the "Company," which terms includes any
successor Person under the Senior Indenture hereinafter referred to), for
value received, hereby promises to pay to ________________ or registered
assigns, the principal sum of _______________________ on February 4, 2005
and to pay interest thereon from February 4, 2000 or from the most recent
Interest Payment Date on which interest has been paid or duly provided
for, semi-annually on February 4th and August 4th of each year (each an
"Interest Payment Date") commencing August 4, 2000, at the rate of 8.80%
per annum (subject to an increase due to the occurrence of certain rating
events, as set forth in more detail on the reverse hereof), until the
principal hereof is paid or made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the
rate of 8.80% per annum on any overdue principal (and premium, if any) and
on any overdue installment of interest.
All capitalized terms used herein shall have the respective
meanings assigned thereto in the Second Supplemental Indenture dated as of
February 4, 2000 (the "Supplemental Indenture") between the Company and
The Bank of New York, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture referred to below), whether
by cross-reference or otherwise and in the Senior Indenture. The
Supplemental Indenture is one of the supplemental indentures referred to
in and executed in accordance with the terms of the Senior Indenture dated
as of April 1, 1999 between the Company and the Trustee. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Senior Indenture and the Supplemental
Indenture hereinafter referred to, be paid to the Person in whose name
this Note (or one or more Predecessor Note) is registered at the close of
business on the Regular Record Date for such interest, which shall be
January 20th or July 20th (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Senior Indenture and
Supplemental Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Note will be made in the manner set forth in the Senior
Indenture and the Supplemental
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Indenture, in immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by: (1) wire transfer on
the date of payment in immediately available federal funds or next day
funds to an account specified by written notice to the Trustee from any
Holder of Notes; (2) any similar manner that such Holder may designate in
writing to the Trustee; or (3) by check mailed to the address of the
Holder in the case of a Note that is not a Global Security. In the event
that the Maturity or Interest Payment Date is not a Business Day, then
payment of interest payable on such Maturity or Interest Payment Date, as
the case may be, shall be made on the next succeeding Business Day (and
without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such Maturity or
Interest Payment Date.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and of the Supplemental Indenture and
the Senior Indenture, which further provisions shall for all purposes have
the same effect as if set forth at this place. In the event of any
conflict between this Note on one hand and the Supplemental Indenture and
the Senior Indenture, on the other, the terms of the Supplemental
Indenture and the Senior Indenture shall govern.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be
entitled to any benefit under the Senior Indenture or the Supplemental
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
Dated: _______________
AMERCO
By:________________________
Name:
Title:
Attest:______________________
Name:
Title:
SECTION 202. Form of the Reverse of the Notes.
The Reverse of the Notes is to be substantially in the following
form:
This Note is one of a duly authorized issue of securities of
the Company (the "Notes) issued under the Senior Indenture and the
Supplemental Indenture, to which Senior
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Indenture and Supplemental Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
Pursuant to Section 701 of the Supplemental Indenture, upon
the occurrence of a Change in Control Triggering Event with respect to the
Notes, each Holder of such Notes shall have the right to require the
Company to purchase such Holder's Notes, in whole or in part, in a
principal amount that is an integral multiple of $1,000, at a purchase
price equal to 101% of the principal amount thereof on any Change in
Control Payment Date plus accrued and unpaid interest, if any, to the
Change in Control Payment Date. The Holder of this Note may elect to have
this Note or a portion thereof, in an authorized denomination purchased by
completing the form entitled "Option of Holder to Elect Purchase"
appearing below and tendering this Note pursuant to the Change in Control
Notice.
In the event that a Note is purchased in part only, a new Note
or Notes of like tenor for the unpurchased portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof, provided
that each new Note issued shall be in a principal amount in denominations
of $1,000 and integral multiples thereof.
The Notes will be redeemable, in whole or in part, at the
Company's option at any time at a Redemption Price equal to the greater of
(i) 100% of the principal amount of the Notes, and (ii) as determined by
the Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes (not including
any portion of those payments of interest accrued as of the Redemption
Date) discounted to the Redemption Date on a semi-annual basis assuming a
360 day year consisting of twelve 30 day months at the Adjusted Treasury
Rate plus 35 basis points plus, in each case, accrued and unpaid interest
on the Notes to the Redemption Date. In the case of a partial redemption,
pursuant to Section 1103 of the Senior Indenture, selection of the Notes
for redemption will be made pro rata, by lot or such other method as the
Trustee in its sole discretion deems appropriate and fair. No Notes of a
principal amount of $1,000 or less will be redeemed in part. The Notes
shall not be subject to any sinking fund.
The Notes shall be general unsecured obligations of the
Company. The Notes shall rank pari passu in right of payment with all
senior indebtedness of the Company and senior in right of payment to all
future subordinated indebtedness of the Company.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Senior Indenture
and the Supplemental Indenture.
The Senior Indenture and the Supplemental Indenture permit,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights
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and obligations of the Company and the rights of the Holders of the Notes
to be affected at any time by the Company and the Trustee with the consent
of the Holders of a majority of aggregate principal amount or at least
two-thirds of the aggregate principal amount, as applicable, of the Notes
at the time Outstanding. The Senior Indenture and the Supplemental
Indenture also contain provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time Outstanding, on
behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Senior Indenture and the Supplemental
Indenture and certain past defaults under the Senior Indenture and the
Supplemental Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Senior Indenture and the
Supplemental Indenture and no provision of this Note or of the Senior
Indenture or the Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Senior Indenture and the Supplemental
Indenture, and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium
and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like
tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Senior Indenture and the Supplemental Indenture contain
provisions for defeasance at any time of (a) the entire amount of the
Notes and (b) certain restrictive covenants and related Events of Default,
in each case, upon compliance with certain conditions set forth therein.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided
in the Senior Indenture and the Supplemental Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
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Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
This Note shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to principles
of conflicts of law.
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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
In connection with the Change in Control Notice made pursuant to
Section 701 of the Supplemental Indenture, the undersigned
registered Holder hereby elects to have
[ ] the entire principal amount
[ ] $________ ($1,000 in principal amount or an integral
multiple thereof) of this Note
repurchased by the Company. The undersigned hereby directs the
Trustee or Paying Agent to pay it or __________________ an amount in
cash equal to 101% of the principal amount indicated in the
preceding sentences plus accrued and unpaid interest thereon, if
any, to the Change in Control Payment Date.
Dated:__________________
______________________________ ______________________________
Signature of Registered Holder Signature Guaranteed
NOTICE: The signature to the foregoing must correspond to the Name
as written upon the face of this Note in every particular,
without alteration or any change whatsoever.
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TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification Number:
____________________________________________
Please print or type name and address, including the zip code of the
assignee:
____________________________________________
the attached Note and all rights thereunder, hereby irrevocably
constituting and appointing
____________________________________________
as attorney to transfer said Note on the books of the Company with full
power and substitution in the premises.
Date:_____________________
___________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written upon the
face of the attached Note in every
particular, without alteration or change
whatsoever.
SECTION 203. Form of the Certificate of Authentication.
The Trustee's Certificate of Authentication to be endorsed on the
Notes is to be substantially in the following form:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Senior Indenture.
THE BANK OF NEW YORK,
as Trustee
By:__________________________
Authorized Signatory
ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 301. Designation of Securities and Amounts Thereof.
There shall be and is hereby authorized a single series of
Securities designated the "8.80% Senior Notes Due 2005" (herein called the
"Notes"), limited in aggregate principal amount to $200,000,000.
SECTION 302. Payment of Principal and Interest.
The Notes shall mature and the principal shall be due and payable in
Dollars to the Holders thereof (subject to Section 304 hereof), together with
all accrued and unpaid interest thereon, on February 4, 2005 (the "Maturity" for
the purposes of the Notes under this Supplemental Indenture).
The Notes shall bear interest at 8.80% per annum, subject to the
provisions of the following paragraph, from and including February 4, 2000 or
from the most recent Interest Payment Date (defined below) on which interest has
been paid or provided for until the principal thereof becomes due and payable,
and on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum. Interest on the Notes shall be payable semiannually in
arrears in Dollars on February 4th and August 4th of each year, commencing on
August 4, 2000 (each such date, an "Interest Payment Date" for the purposes of
the Notes under this Supplemental Indenture). Payments of interest shall be made
to the Person in whose name a Note (or predecessor Note) is registered (which
shall initially be the Depository, as set forth in Section 304 hereof) at the
close of business on the January 20th or July 20th, as the case may be, next
preceding such Interest Payment Date (each such date, a "Regular Record Date"
for the purposes of the Notes under this Supplemental Indenture).
For so long as the Notes are represented by one or more Global
Securities, all payments of principal and interest shall be made by the Company
in immediately available funds in
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such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, provided that the
Company may at its option pay interest by check in the case of a Note that is
not a Global Security.
In the event that the Maturity or any Interest Payment Date is not a
Business Day, then payment of interest payable on such Maturity or Interest
Payment Date, as the case may be, shall be made on the next succeeding Business
Day (and without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such Maturity or Interest
Payment Date.
For so long as and to the extent that the Notes are represented by
one or more Global Securities pursuant to Section 304 hereof, payments of
principal and interest shall be made in accordance with said Section 304. All
other payments of principal and interest shall be made to the registered Holders
thereof by a Paying Agent that the Company shall maintain, in the event that
definitive Notes shall have been issued, in The City of New York.
The Notes are subject to redemption by the Company in whole or in
part in the manner described therein and shall not be subject to any sinking
fund.
SECTION 303. Ranking.
The Notes shall be general unsecured obligations of the Company. The
Notes shall rank pari passu in right of payment with all senior indebtedness of
the Company and senior in right of payment to all subordinated indebtedness of
the Company.
SECTION 304. Book-Entry System.
The Notes shall be represented by one or more permanent global notes
(each, a "Global Security") deposited with, or on behalf of, The Depositary
Trust Company, as Depository under the Senior Indenture and this Supplemental
Indenture (the "Depository"), and registered in the name of the Depository's
nominee. Except as set forth in the following paragraph, (1) owners of
beneficial interests in a Global Security shall not be entitled to have Notes
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Notes in definitive form and
shall not be considered the owners or Holders thereof under the Senior Indenture
and this Supplemental Indenture and (2) each Global Security may be transferred,
in whole and not in part, only to another nominee of the Depository or to a
successor of the Depository or its nominee. Accordingly, beneficial interests in
the Notes shall be shown on, and transfers thereof shall be effected only
through, records maintained by the Depository and its participants.
Notwithstanding any provisions of Section 305 of the Senior
Indenture, no Note that is a Global Security shall be registered for transfer or
exchange, or be authenticated and delivered, and owners of beneficial interests
in any Global Security will not be entitled to receive Notes in definitive form
and will not be considered Holders of Notes unless (1) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security or if at any time the Depository ceases to be a clearing agency
registered under the Exchange Act, (2) the
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Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so exchangeable or (3) there shall have occurred and be
continuing a Default or an Event of Default. In such circumstances, upon
surrender by the Depository or a successor depository of any Global Security,
Notes in definitive form will be issued to each Person that the Depository or
successor depository identifies as the beneficial owner of the related Notes.
Upon such issuance, the Trustee is required to register such Notes in the name
of, and cause such Notes to be delivered to, such Person or Persons (or nominees
thereof). Such Notes would be issued in fully registered form without coupons,
in denominations of $1,000 and integral multiples thereof.
The Depository shall be permitted to take any action permitted to be
taken by an owner or Holder of Notes only at the direction of one or more
participants in the Depository, as it may from time to time determine.
Principal and interest payments on Notes registered in the name of
or held by the Depository or its nominee shall be made to the Depository or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Notes. The Company and the Trustee shall treat the Persons in
whose names the Notes are registered as the Holders of such Notes for the
purpose of receiving payment of principal and interest on such Notes and for all
other purposes whatsoever. Therefore, none of the Company, the Trustee or any
Paying Agent has direct responsibility or liability for the payment of principal
and interest on the Notes to owners of beneficial interests in any Global
Security. Payments by direct and indirect participants in the Depository shall
be the responsibility of such participants.
The Notes shall trade in the Depository's Same-Day Funds Settlement
System until Maturity (or until they are subject to repurchase pursuant to
Section 701 hereof or acceleration pursuant to Article Five of the Senior
Indenture), and secondary market trading activity in the Notes may be required
by the Depository to settle in immediately available funds.
SECTION 305. Execution, Authentication, Delivery and Dating.
The Notes shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, one of its Vice
Presidents or its Treasurer, under its corporate seal (whether in its original
or facsimile form) reproduced thereon and attested by its Treasurer, one of its
Assistant Treasurers, its Secretary or one of its Assistant Secretaries. The
signature of these officers on the Notes may be manual or facsimile.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Defeasance of the Notes.
The Notes shall be subject to defeasance in accordance with the
provisions of Section 403 of the Senior Indenture.
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ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default.
For all purposes of the Senior Indenture and this Supplemental
Indenture relating to the Notes, the following shall be an Event of Default in
addition to the Events of Default enumerated in Section 501 of the Senior
Indenture:
the failure to perform the obligations of the Company set forth in Section
701 of the Supplemental Indenture (including the obligation to purchase
the Notes required to be purchased following a Change in Control Purchase
in accordance with the terms of the Change in Control Notice and the
Supplemental Indenture).
ARTICLE SIX
COVENANTS
The Company covenants and agrees for the benefit of the Holders of
the Notes that it will comply with all covenants contained in the Senior
Indenture and with such further covenants that are contained in this Article Six
and in any other provisions of this Supplemental Indenture.
SECTION 601. Limitation on Liens Securing Indebtedness.
The Company shall not, and shall not permit any Consolidated
Subsidiary to, create or incur, or suffer to be incurred or to exist, at any
time, any Lien on its or their Property, whether now owned or hereafter
acquired, or upon any income or profits therefrom, to secure the payment of any
indebtedness for money borrowed of the Company or of any Consolidated Subsidiary
or of any other Person, unless all obligations of the Company on or in respect
of the Notes are equally and ratably and validly secured by such Lien by
proceedings and documents reasonably satisfactory to the Trustee, except that
the provisions of this Section 601 shall not prohibit the following:
(a) Liens existing as of the Issue Date securing indebtedness
for money borrowed of the Company and its Consolidated Subsidiaries
outstanding on such date;
(b) Liens (i) incurred after the Issue Date given (on or
within 120 days of the date of acquisition, construction or improvement)
to secure the payment of the purchase price or construction costs incurred
by the Company or a Consolidated Subsidiary in connection with the
acquisition, construction or improvement of real and personal Property
useful and intended to be used in carrying on the business of the Company
or such Consolidated Subsidiary, or (ii) on fixed assets useful and
intended to be used in carrying on the business of the Company or a
Consolidated Subsidiary existing at the time of acquisition or
construction thereof by the Company or such Consolidated Subsidiary or at
the time of
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acquisition by the Company or a Consolidated Subsidiary of any business
entity then owning such fixed assets, whether or not such existing Liens
were given to secure the payment of the purchase price or construction
costs of the fixed assets to which they attach, so long as Liens permitted
by this subclause (ii) were not incurred, extended or renewed in
contemplation of such acquisition or construction, provided that any such
Liens permitted by this clause (b) shall attach solely to the Property
acquired, constructed, improved or purchased.
(c) Liens for taxes, assessments or other governmental
levies or charges not yet due or which are subject to a Good Faith
Contest;
(d) Liens incidental to the conduct of the Company's and its
Subsidiaries' businesses or their ownership of Property and other assets
not securing any indebtedness for money borrowed and not otherwise
incurred in connection with the borrowing of money or obtaining of credit,
and which do not in the aggregate materially diminish the value of the
Company's or Subsidiaries' Property or assets when taken as a whole, or
materially impair the use thereof in the operation of their businesses;
(e) Liens in respect of any interest or title of a lessor in
any Property subject to a Capitalized Lease permitted under Section 602
hereof;
(f) Liens arising in respect of judgments against the Company,
except for any judgment in an amount in excess of $1,000,000 which is not
discharged or execution thereof stayed pending appeal within 45 days after
entry thereof;
(g) Liens in favor of the Company or any Consolidated
Subsidiary of the Company;
(h) Liens consisting of minor survey exceptions or minor
encumbrances, easements or reservations, or rights of others for
rights-of-way, utilities and other similar purposes, or zoning or other
restrictions as to use of real Property, that are necessary for the
conduct of the operations of the Company and its Subsidiaries or that
customarily exist on properties of corporations engaged in similar
businesses and are similarly situated and that do not in any event
materially impair their use in the operations of the Company and its
Subsidiaries; and
(i) Liens renewing, extending or refunding any Lien permitted
by the preceding clauses of this Section 601; provided, however, that the
principal amount of indebtedness for money borrowed secured by such Lien
immediately prior thereto is not increased and such Lien is not extended
to any other assets or Property.
Notwithstanding the foregoing, the Company or any Consolidated
Subsidiary may create or assume Liens, in addition to those otherwise permitted
by the preceding clauses of this Section 601, securing indebtedness for money
borrowed of the Company or any Consolidated Subsidiary issued or incurred after
the Issue Date, provided that at the time of such issuance or
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incurrence, the aggregate amount of all Secured Indebtedness and Attributable
Debt would not exceed 15% of Consolidated Net Tangible Assets.
In the event that any Property of the Company or any Consolidated
Subsidiary is subjected to a Lien not otherwise permitted by this Section 601,
the Company shall make or cause to be made a provision whereby the Notes shall
be secured (together with other indebtedness for money borrowed then entitled
thereto and equal in rank to the Notes), to the full extent permitted under
applicable law, equally and ratably with all other obligations secured thereby,
and in any case the Notes shall (but only in such event) have the benefit, to
the full extent that the Holders of the Notes may be entitled thereto under
applicable law, of an equitable Lien on such Property equally and ratably
securing the Notes and such other obligations.
SECTION 602. Limitation on Sale and Leaseback.
The Company shall not enter, and shall not permit any Consolidated
Subsidiary to, enter into any arrangement, directly or indirectly, whereby the
Company or such Consolidated Subsidiary shall, in one transaction or a series of
related transactions, (x) sell, transfer or otherwise dispose of any Property
owned by the Company or any Consolidated Subsidiary and (y) more than 120 days
after the later of the date of initial acquisition of such Property or
completion or occupancy thereof, as the case may be, by the Company or such
Consolidated Subsidiary, rent or lease, as lessee, such Property or
substantially identical Property or any material part thereof (a "Sale and
Leaseback Transaction"), provided that the foregoing restriction shall not apply
to any Sale and Leaseback Transaction if (a) immediately after the consummation
of such Sale and Leaseback Transaction and after giving effect thereto, no
Default or Event of Default shall exist and (b) any one of the following
conditions is satisfied:
(i) the lease concerned constitutes a Capitalized Lease and at
the time of entering into such Sale and Leaseback Transaction and after
giving effect thereto and to any Liens incurred pursuant to Section 601
hereof, the aggregate amount of all Secured Indebtedness and Attributable
Debt would not exceed 15% of Consolidated Net Tangible Assets; or
(ii) the lease has a term which in the aggregate would not exceed
36 months (including any extensions or renewals thereof at the option of
the lessee); or
(iii) the sale of such Property is for cash consideration which
equals or exceeds the fair market value thereof (as determined in good
faith by the Company) and the net proceeds from such sale are applied,
within 180 days of the date of the sale thereof, to either (a) redemption
or retirement of the Notes or (b) the payment (other than payments due at
maturity or in satisfaction of, or applied to, any mandatory or scheduled
payment or prepayment obligation) of indebtedness for money borrowed of
the Company which ranks, in right of payment, on a parity with or senior
to the Notes.
SECTION 603. Restrictive Agreements.
The Company shall not enter, and shall not permit any of its
Consolidated Subsidiaries to enter, into any indenture, agreement, instrument or
other arrangement which,
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directly or indirectly, prohibits or restrains, or has the effect of prohibiting
or restraining, or imposes materially adverse conditions upon, the ability of
any Consolidated Subsidiary to make loans or advances to the Company or to
declare and pay dividends or make distribution on shares of such Consolidated
Subsidiary's Capital Stock (whether now or hereafter outstanding); provided,
however, that any agreement to subordinate indebtedness for money borrowed,
owing from any Consolidated Subsidiary to the Company or owing between
Consolidated Subsidiaries pursuant to any Priority Debt or to any guarantee of
such indebtedness for money borrowed, shall not be deemed to violate this
Section 603 so long as any such agreement to subordinate does not directly or
indirectly prohibit or restrain the ability of any such Consolidated Subsidiary
to make loans or advances to the Company or to declare and pay dividends or make
distributions on shares of such Consolidated Subsidiary's Capital Stock (whether
now or hereafter outstanding).
SECTION 604. Defeasance of Certain Obligations.
The Company may omit to comply with the covenants contained in
Sections 601, 602, 603 and 701 hereof, and violations of such covenants shall
not be deemed to be an Event of Default hereunder, under the Senior Indenture
and under the Notes, to the extent that all of the conditions set forth in
Section 403 of the Senior Indenture have been met.
ARTICLE SEVEN
PURCHASE OF SECURITIES
SECTION 701. Purchase of Securities at the Option of Holders Upon a Change in
Control.
(a) If any Change in Control Triggering Event regarding the Company
occurs on or prior to maturity of the Notes, each Holder of Notes will have the
right, at the Holder's option, subject to the terms and conditions of the Senior
Indenture, to require the Company to purchase (the "Change in Control Purchase")
all or any part of the Holder's Notes (so long as the principal amount is $1,000
or an integral multiple of $1,000) on the date that is 60 Business Days after
the occurrence of the Change in Control Triggering Event (the "Purchase Date").
If a Holder exercises this option, the Company will purchase that Holder's Notes
for cash equal to 101% of the principal amount of the Notes plus any interest
accrued and unpaid on the Notes through the Purchase Date (the "Purchase Price")
in accordance with the procedures set forth in this Section 701.
(b) Within 30 Business Days after a Change in Control Triggering
Event, the Company is obligated to mail to the Trustee and to all Holders of the
Notes at their addresses shown in the Security Register (and to beneficial
owners as required by applicable law) a notice (the "Change in Control Notice")
regarding the Change in Control Triggering Event. The Change in Control Notice
shall state, among other things:
(1) the date by which the Holder must give the Purchase Notice;
(2) the Purchase Price;
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(3) the Purchase Date;
(4) the name and address of the Trustee and of any other office or
agency maintained for the purpose of the surrender of the Notes
for purchase;
(5) the procedures for withdrawing a Purchase Notice; and
(6) the procedures that a Holder must follow to exercise these rights.
The Company will have the Change in Control Notice published in a daily
newspaper of national circulation.
(c) To exercise the right to have the Company purchase the Notes, a
Holder must deliver written notice (a "Purchase Notice") to the Trustee or to
any other office or agency maintained for that purpose of the Holder's exercise
of that right before the close of business on the Business Day immediately prior
to the Purchase Date. The Purchase Notice must state:
(1) the certificate number of the Note or Notes to be delivered by the
Holder for purchase by the Company;
(2) the portion of the principal amount of the Notes to be purchased
(which must be $1,000 or an integral multiple of $1,000); and
(3) that the Notes will be submitted to the Company accompanied by a
duly completed form of "Option of Holder to Elect Purchase"
contained on the reverse of such Notes, to the Company to be given
to the Trustee as Security Registrar at a Place of Payment specified
in the notice (or otherwise make effective delivery of the Note and
form of "Option of Holder to Elect Purchase" pursuant to book-entry
procedures and the related rules of the Depository) prior to the
close of business on the Business Day preceding the Purchase Date
for purchase on the Purchase Date pursuant to the applicable
provisions of the Notes.
A Holder may withdraw any Purchase Notice by written notice of
withdrawal delivered to the Trustee or to any other office or agency maintained
for such purpose no later than the Business Day immediately prior to the
Purchase Date. The notice of withdrawal must state the principal amount and the
certificate numbers of the Notes as to which the withdrawal notice relates and
the principal amount, if any, of the Holder's Notes which remains subject to the
original Purchase Notice.
(d) On the Purchase Date, the Company shall (i) accept for payment
the Notes or portions thereof tendered pursuant to the Change in Control Notice,
(ii) deposit with the Trustee money sufficient to pay the aggregate Purchase
Price and (iii) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate indicating the Notes or portions
thereof tendered to the Company. The Trustee shall promptly mail to each Holder
of Notes so accepted payment in an amount equal to the Purchase Price for such
Notes, and the Trustee shall promptly authenticate and mail to such Holder a new
Note equal in principal amount to any unpurchased portion of the Notes
surrendered, provided that each such new Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.
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(e) The Company shall comply, to the extent then applicable and
required by law, with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder in connection with the
purchase of Notes pursuant to the Change in Control Notice. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions relating to the Change in Control Notice, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described above by virtue thereof.
ARTICLE EIGHT
MODIFICATIONS
SECTION 801. Modification or Amendment.
Modifications and amendments to this Supplemental Indenture shall be
made in accordance with Article Nine and the other provisions of the Senior
Indenture. Notwithstanding anything in Article Nine of the Senior Indenture to
the contrary, modification or amendment to this Supplemental Indenture or the
Senior Indenture may not waive the Company's obligation to make a Change in
Control Purchase without the written consent of the Holders of a least
two-thirds in aggregate principal amount of the then Outstanding Notes.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
AMERCO
By: /s/ Xxxx Xxxxxx
__________________________________
Name: Xxxx Xxxxxx
Title: Treasurer
THE BANK OF NEW YORK,
as Trustee
/s/ XxXxx Xxxxxxx
By:__________________________________
Name:XxXxx Xxxxxxx
Title:Assistant Vice-President
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