CONFIDENTIAL AND PROPRIETARY
CALCULATION AGENCY AGREEMENT dated as of October 22,
1997, between:
AMERCO, a corporation organized under the laws of the
State of Nevada (the "COMPANY"); and
CITICORP SECURITIES, INC., a corporation organized
under the laws of the State of Delaware, as calculation
agent (in such capacity, together with its successors in
such capacity, the "CALCULATION AGENT").
The Company proposes to issue and sell (a) $100,000,000
aggregate principal amount of its 6.65% Senior Notes, Series 1997-
A due 2029 (the "SERIES A NOTES"), (b) $100,000,000 aggregate
principal amount of its 6.89% Senior Notes, Series 1997-B due
2010 (the "SERIES B NOTES") and (c) $100,000,000 aggregate
principal amount of its 7.135% Senior Notes, Series 1997-C due
2032 (the "SERIES C NOTES" and, collectively with the Series A
Notes and the Series B Notes, the "NOTES"; and each,
individually, a "SERIES" of Notes).
Pursuant to an Indenture dated as of May 1, 1996 (as
modified and supplemented and in effect from time to time, the
"INDENTURE"), between the Company and Citibank, N.A., as trustee
(in such capacity, together with its successors in such capacity,
the "TRUSTEE"), notes may be issued under the Indenture in series
as from time to time authorized by the Board of Directors of the
Company. Each series of notes issued under the Indenture is
required to be created by a supplemental indenture authorized by
resolutions of the Executive Finance Committee of the Board of
Directors of the Company.
The Company has duly authorized the issuance of the
Notes pursuant to resolutions adopted by the Board of Directors
of the Company adopted on October 14, 1997 (the "RESOLUTIONS").
The Notes have been created by the Supplemental Indenture dated
as of October 22, 1997 (the "SUPPLEMENTAL INDENTURE") entered
into between the Company and the Trustee.
Pursuant to the Resolutions and in accordance with the
Supplemental Indenture, the rate at which interest accrues on
each Series of Notes is to be reset effective as of the Effective
Date (as defined below) for that Series, and the Company desires
to appoint the Calculation Agent for the purpose of calculating
the rate at which interest accruing on each Series of Notes is to
be reset, all as provided in this Agreement.
Accordingly, the Company and the Calculation Agent
agree as follows:
Section 1. Definitions. As used in this Agreement:
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"AFFILIATE" of any specified Person means any other
Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified
Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct
the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"BUSINESS DAY" has the meaning given to such term in
the Indenture.
"CALLHOLDERS" means, with respect to each Series of
Notes, any Person that has the right, but not the obligation, to
purchase such Series of Notes under either related Call Option.
"CALL OPTIONS" means, with respect to each Series of
Notes, (a) the call option relating to such Series of Notes
purchased by Citibank, N.A., as evidenced by the Confirmation
with a Trade Date (as defined therein) of October 17, 1997 and
(b) the call option relating to such Series of Notes purchased by
NationsBank, N.A., as evidenced by the Confirmation with a Trade
Date (as defined therein) of October 17, 1997, in each case, as
modified and supplemented and in effect from time to time.
"CAUSE" means the Calculation Agent: (a) fails to
perform any of its obligations hereunder for any reason;
(b) becomes insolvent or is generally unable to pay its debts or
fails or admits in writing its inability generally to pay its
debts as they become due; (c) makes a general assignment,
arrangement or composition with or for the benefit of its
creditors; or (d) institutes or has instituted against it a
proceeding seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other
similar law affecting creditors' rights, or a petition is
presented for its winding-up or liquidation, and, in the case of
any such proceeding or petition instituted or presented against
it, such proceeding or petition (i) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief or
the making of an order for its winding-up or liquidation or
(ii) is not dismissed, discharged, stayed or restrained in each
case within 30 days of the institution or presentation thereof.
"CHANGE OF CONTROL" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Exchange Act and
the rules of the Securities and Exchange Commission thereunder as
in effect on the date hereof) of shares representing more than
50% of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of the Identified Person or
(b) if the Identified Person is not the Calculation Agent, the
failure of the Identified Person to own, directly or indirectly,
all of the issued and outstanding shares of common capital stock
of the Calculation Agent (other than directors' qualifying
shares, if any).
"CSI" means Citicorp Securities, Inc., together with
its successors and assigns.
"CONSENT" includes a consent, approval, action,
authorization, exemption, notice, filing or registration.
"COUPON RESET REFERENCE SPREAD" means, with respect to
each Series of Notes, the percentage set forth in the table in
Annex 1 hereto opposite "Coupon Reset Reference Spread" in the
column in such table for such Series.
"DEALER" has the meaning given to such term in
Section 3(a).
"EFFECTIVE DATE" means, with respect to each Series of
Notes, the date set forth in the table in Annex 1 hereto opposite
"Effective Date" in the column in such table for such Series;
provided that, if any such date would otherwise fall on a day
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that is not a Business Day, the relevant Effective Date will be
the first following day that is a Business Day.
"EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.
"FAILED RESET" means, with respect to any Series of
Notes, no Dealer submits, at or prior to the deadline specified
in Section 3(b), a Spread Bid for such Series to the Calculation
Agent.
"FIXED RESET PRICE" means, with respect to any Series
of Notes, the sum of (a) the par value of the Notes of such
Series plus (b) the excess, if any, of (i) the present value,
----
discounted (on the basis of a year of 360 days and twelve 30-day
months) to the Effective Date for such Series at a discount rate
per annum equal to the Spot Treasury Yield for such Series
plus the Coupon Reset Reference Spread for such Series, of the
Scheduled Note Payments with respect to such Series over (ii) the
----
par value of the Notes of such Series.
"IDENTIFIED PERSON" means (a) Citicorp, a Delaware
corporation, and (b) if CSI is no longer the Calculation Agent,
(i) if the successor Calculation Agent is on the date on which it
becomes the Calculation Agent hereunder a subsidiary of a holding
company, such holding company and (ii) otherwise, the successor
Calculation Agent.
"LAW" includes any treaty, law, rule or regulation, and
"lawful" and "unlawful" will be construed accordingly.
"MATURITY DATE" means, with respect to each Series of
Notes, the date set forth in the table in Annex 1 hereto opposite
"Maturity Date" in the column in such table for such Series.
"NMSI" means NationsBanc Xxxxxxxxxx Securities, Inc.,
together with its successors and assigns.
"OFFERING CIRCULAR" means the Offering Circular dated
October 17, 1997 prepared by the Company relating to the offering
and issuance of the Notes.
"QUALIFIED DEALER" means a dealer registered pursuant
to Section 15 of the Exchange Act that in the aggregate owns and
invests on a discretionary basis at least $100,000,000 of
securities, the issuers of which securities are not Affiliates of
such dealer; provided that in no event may a Qualified Dealer be
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an Affiliate of the Company.
"PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company,
partnership, governmental authority or other entity.
"RELEVANT MATURITY" means, with respect to each Series
of Notes, the period of time set forth in the table in Annex 1
hereto opposite "Relevant Maturity" in the column in such table
for such Series.
"RESET DATE" means, with respect to each Series of
Notes, the date set forth in the table in Annex 1 hereto opposite
"Reset Date" in the column in such table for such Series;
provided that, if any such date would otherwise fall on a day
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that is not a Business Day, the relevant Reset Date will be the
first preceding day that is a Business Day.
"RESET RATE" means, with respect to any Series of
Notes, the interest rate on Notes of such Series (computed on the
basis of a year of 360 days and twelve 30-day months and
calculated by the Calculation Agent pursuant to Section 3(d))
that would, over the period from the Effective Date for such
Series to the Maturity Date for such Series, amortize completely
the excess of (a) the Fixed Reset Price for such Series over
----
(b) the par value of the Notes of such Series at the Yield to
Maturity for such Series.
"SCHEDULED NOTE PAYMENTS" means, with respect to any
Series of Notes, each payment of principal and interest that
would be paid on such Series of Notes during the period from but
excluding the Effective Date for such Series to and including the
Maturity Date for such Series, assuming for the purposes of this
definition, that (a) the entire principal amount of such Notes is
paid on the Maturity Date for such Series and (b) the rate per
annum at which interest is stated to accrue on such Notes is
equal to the Strike Yield plus the Coupon Reset Reference Spread
for such Series.
"SPOT TREASURY YIELD" means, with respect to any Series
of Notes, the bid side yield-to-maturity of the current ("on-the-
run") U.S. Treasury Note or Bond, as applicable, having a
maturity of the Relevant Maturity that appears on Dow Xxxxx
Markets (Telerate) Page 500 at 12:00 noon, New York City time, on
the Reset Date for such Series. If such rate does not appear on
such Page, the Spot Treasury Yield for such Series will be
determined by the Calculation Agent and will be a yield-to-
maturity based on the arithmetic mean of the secondary market bid
side prices as of approximately 12:00 noon, New York City time,
on the Reset Date for such Series of three leading primary United
States government securities dealers in the City of New York
(from five such dealers and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)) for
U.S. Treasury Notes or Bonds, as applicable, having a maturity of
the Relevant Maturity and taking a simple average of the
remaining three values.
"SPREAD" means, with respect to any Series of Notes,
the percentage that, when added to the Spot Treasury Yield for
such Series, equals the Yield to Maturity for such Series.
"SPREAD BID" means, with respect to any Series of
Notes, an irrevocable written bid by a Dealer setting forth the
Spread for such Series at which such Dealer would be willing to
purchase, as provided in Section 3(e), the entire outstanding
principal amount of the Notes of such Series on the Effective
Date for such Series at a purchase price equal to the Fixed Reset
Price for such Series.
"STRIKE YIELD" means, with respect to each Series of
Notes, the percentage set forth in the table in Annex 1 hereto
opposite "Strike Yield" in the column in such table for such
Series.
"YIELD TO MATURITY" means, with respect to any Series
of Notes, the sum of (a) the Spot Treasury Yield for such Series
plus (b) the Selected Bid (as defined in Section 3(c)) for such
Series.
Section 2. Appointment of Calculation Agent. The
--------------------------------
Company hereby appoints the Calculation Agent as its agent for
the purpose of calculating the Reset Rate for each Series of
Notes in accordance with this Agreement, and the Calculation
Agent hereby accepts such appointment.
Section 3. Determination of Reset Rate.
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(a) Identification of Dealers. The Company shall, by
notice to the Calculation Agent given not later than 3:00 p.m.
New York City time on the date five Business Days prior to the
Reset Date for each Series of Notes, identify five Qualified
Dealers (including, as to each Dealer, its address, its telephone
number, its telecopier number and a contact name) from which the
Calculation Agent is to obtain Spread Bids for such Series in
order to calculate the Reset Rate for such Series as provided
herein. Two of the Dealers so specified shall be CSI and NMSI.
If the Company fails to identify five Qualified Dealers by such
time or if any Dealer (other than CSI and NMSI) identified by the
Company does not satisfy the criteria that the Calculation Agent
applies generally at such time in deciding whether to offer or to
make an extension of credit, then the Calculation Agent may, on
behalf of the Company, identify one or more Qualified Dealers
until five Qualified Dealers have been identified by the Company
or the Calculation Agent on its behalf. Each Qualified Dealer so
identified under this Section 3(a) is herein referred to as a
"DEALER".
(b) Obtaining Spread Bids. Not later than 3:00 p.m.
---------------------
New York City time on the date four Business Days prior to the
Reset Date for each Series of Notes, the Calculation Agent shall
provide to each Dealer identified under Section 3(a) with respect
to such Series (i) a copy of the Offering Circular, (ii) a copy
of the form of Note of such Series and (iii) a written request
that such Dealer submit, not later than 10:00 a.m. New York City
time on the Reset Date for such Series, a Spread Bid to the
Calculation Agent (which written request shall include the
relevant pricing assumptions for providing a Spread Bid,
including the method specified herein for calculating the Fixed
Reset Price and the Reset Rate). The Company may, not later than
the deadline specified in the foregoing clause (iii), submit a
Spread Bid to the Calculation Agent (which, for all purposes of
this Agreement other than Section 3(a), will be deemed to have
been submitted by a Dealer).
(c) Establishment of Fixed Reset Price. On the Reset
----------------------------------
Date for each Series of Notes, the Calculation Agent shall
determine the Fixed Reset Price for such Series. Promptly
following its determination of such Fixed Reset Price, the
Calculation Agent shall give notice to the Company of (i) with
respect to each Dealer from which the Calculation Agent received
Spread Bids by the deadline specified in Section 3(b), the name
of such Dealer and the Spread Bid submitted by it, (ii) the name
of the Dealer (which may be the Company) that submitted the
lowest such Spread Bid (the "SELECTED BID" for such Series) and
(iii) the Fixed Reset Price for such Series; provided that, if
two or more Spread Bids submitted by such deadline are equal and
are the lowest of all such Spread Bids, then the Company may in
its sole discretion select any of such equivalent Spread Bids
(and the Spread Bid so selected by the Company will be the deemed
to be the Selected Bid).
(d) Calculation of Reset Rate. Promptly following its
-------------------------
determination of the Fixed Reset Price for any Series of Notes,
the Calculation Agent shall calculate the Reset Rate and give
notice to the Company and the Dealer that submitted the Selected
Bid of the Fixed Reset Price, the Yield to Maturity and the Reset
Rate, in each case, for such Series. The Company shall, by
delivery on or prior to the Effective Date for such Series of an
officer's certificate to the Trustee pursuant to and in
accordance with the Indenture, establish the Reset Rate for such
Series as the rate of interest payable on the Notes of such
Series for the period from and including the Effective Date for
such Series to but excluding the Maturity Date for such Series.
(e) Sale of Notes. On the Effective Date for each
-------------
Series of Notes, if such Notes have been purchased by the related
Callholders pursuant to an exercise of the related Call Options,
such Callholders shall severally sell to the Dealer that
submitted the Selected Bid, and such Dealer shall purchase from
the Callholders, upon the tender thereof for sale, such Notes at
a purchase price equal to the Fixed Reset Price for such Notes;
provided that no such sale and purchase shall be effected in the
event of a Failed Reset. Payment for such Notes will be made by
such Dealer in Dollars and immediately available funds, by wire
transfer to an account of the Callholder entitled thereto
maintained with a commercial bank located in the United States of
America and identified by such Callholder to such Dealer not less
than one Business Day prior to the Effective Date for such
Series.
Section 4. Representations. Each party represents to
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the other party that: (a) it is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization or incorporation; (b) it has the power to execute,
deliver and perform its obligations under this Agreement and has
taken all necessary action to authorize such execution, delivery
and performance; (c) this Agreement has been duly executed and
delivered by it; (d) such execution, delivery and performance do
not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or
any of its assets or any material contractual restriction binding
on or affecting it or any of its assets; (e) all governmental and
other consents that are required to have been obtained by it with
respect to this Agreement have been obtained and are in full
force and effect and all conditions of any such consents have
been complied with; (f) its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable
in accordance with their respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law)); and (g) there is not pending or, to its
knowledge, threatened against it any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental
body, agency or official or any arbitrator that is likely to
affect the legality, validity or enforceability against it of
this Agreement or its ability to perform its obligations under
this Agreement.
Section 5. Rights and Duties of the Calculation Agent.
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(a) Limited Duties. The Calculation Agent shall not
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have any duties or obligations except those expressly set forth
herein. Without limiting the generality of the foregoing, the
Calculation Agent shall have no obligation to, or any trust,
fiduciary, agency or other relationship with, the Trustee or any
of the holders of the Notes or any other securities issued under
the Indenture. The recitals contained herein and in the
Indenture and the Notes shall be taken as the statements of the
Company, and the Calculation Agent shall have no responsibility
for their correctness. The Calculation Agent makes no
representations as to, and shall have no responsibility for, the
validity or sufficiency of the Indenture or the Notes or the
performance or observance of any of the covenants, agreements or
other terms or conditions set forth in the Indenture or the
Notes. The Calculation Agent shall not be accountable for the
use or application by the Company of the Notes or the proceeds
thereof.
(b) Reliance on Written Instruments, Officer's
------------------------------------------
Certificate and Legal Counsel. The Calculation Agent may rely
-----------------------------
and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order or other paper
or document believed by it to be genuine and to have been signed
or presented by the proper party or parties. Whenever in taking
any action under this Agreement the Calculation Agent shall deem
it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the
Calculation Agent may rely upon a certificate signed by the
Chairman of the Board, the President, any Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company and delivered by the Company to the
Calculation Agent. The Calculation Agent may consult with legal
counsel (which includes counsel for the Company), and the written
advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.
(c) No Duty of Inquiry. The Calculation Agent shall
------------------
not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order or
other paper or document, but the Calculation Agent, in its
discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit.
(d) Right to Own Notes, Etc.. Each of the Calculation
------------------------
Agent (in its individual or any other capacity) and its
Affiliates may become the owner or pledgee of Notes and other
securities issued by the Company and may otherwise deal with the
Company with the same rights it would have if it were not
Calculation Agent.
(e) Indemnity. The Company shall indemnify each of
---------
the Calculation Agent, its Affiliates and the respective
directors, officers, employees, agents and advisors of the
Calculation Agent and its Affiliates (each such Person being
called an "INDEMNITEE") against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities,
whether joint or several, and related expenses, including the
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 this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the
consummation of the transactions contemplated hereby or (ii) 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 and regardless of whether an
Indemnitee has been actively or passively negligent; provided
--------
that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or wilful misconduct of such
Indemnitee.
(f) Resignation or Removal of Calculation Agent.
-------------------------------------------
Subject to the appointment and acceptance of a successor
Calculation Agent as provided in this paragraph, the Calculation
Agent (i) may resign at any time by notifying the Company,
(ii) be removed for Cause at any time upon notice from the
Company to the Calculation Agent specifying in reasonable detail
the basis for such removal or (iii) be removed within 30 days
following the occurrence of a Change of Control with respect to
the Calculation Agent upon notice thereof from the Company to the
Calculation Agent. Upon any such resignation or removal, the
Company shall appoint a successor Calculation Agent; provided
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that, if such removal results from a Change of Control, the
retiring Calculation Agent shall appoint a successor Calculation
Agent with the consent of the Company (such consent not to be
unreasonably withheld). If no successor shall have been so
appointed by the Company and shall have accepted such appointment
within 30 days after the retiring Calculation Agent gives notice
of its resignation or the Company gives notice of removal, then
the retiring Calculation Agent may, on behalf of the Company,
appoint a successor Calculation Agent which shall be a Qualified
Dealer. Upon the acceptance of its appointment as Calculation
Agent hereunder by a successor (and upon delivery to the other
party or parties thereto of its written agreement to be bound by
the obligations of the predecessor Calculation Agent under the
letter agreement dated the date hereof originally between CSI and
NMSI relating hereto, for the benefit of each, CSI, and if NMSI
is not the successor Calculation Agent, NMSI) such successor
shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Calculation Agent and the
retiring Calculation Agent shall be discharged from its duties
and obligations hereunder. After the Calculation Agent's
resignation or removal hereunder, the provisions of this Section
5 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as
Calculation Agent.
(g) Successor by Merger. Any corporation into which
-------------------
the Calculation Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Calculation
Agent shall be a party, or any corporation succeeding to all or
substantially all the business of the Calculation Agent, shall be
the successor of the Calculation Agent hereunder, without the
execution or filing of any paper or any further act on the part
of either party hereto.
Section 6. Fees and Expenses. Each party hereto shall
-----------------
bear its own expenses in connection with the negotiation,
preparation, execution and delivery and of this Agreement. The
Company agrees to pay, and to reimburse the Calculation Agent for
paying, all reasonable out-of-pocket costs and expenses of the
Calculation Agent (including, without limitation, the reasonable
fees and expenses of legal counsel), in connection with (a) any
amendment, modification or waiver of any of the terms of this
Agreement; and (b) the enforcement and protection of its rights
under this Agreement, including, but not limited to, costs of
collection.
Section 7. Transfer. Except as provided in Section 5
--------
with respect to the resignation, removal, merger, conversion or
consolidation of the Calculation Agent, neither this Agreement
nor any interest or obligation in or under this Agreement may be
transferred (whether by way of security or otherwise) by either
party without the prior written consent of the other party.
Section 8. Miscellaneous.
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(a) Entire Agreement. This Agreement constitutes the
----------------
entire agreement and understanding of the parties with respect to
its subject matter and supersedes all oral communication and
prior writings with respect thereto.
(b) Amendments. No amendment, modification or waiver
----------
in respect of this Agreement will be effective unless in writing
(including a writing evidenced by a facsimile transmission) and
executed by each of the parties.
(c) Survival of Obligations. The rights and benefits
-----------------------
of the Calculation Agent under Section 5, and the obligations of
the parties hereto under Sections 5(e) and 6, of this Agreement
will survive the payment in full of the Notes, whether by
repayment, redemption or otherwise.
(d) Counterparts. This Agreement (and each amendment,
------------
modification and waiver in respect of it) may be executed and
delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.
(e) Benefit of Agreement. This Agreement shall be
--------------------
binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted transferees. No Person
other than the parties hereto shall have any rights under or be
entitled to rely upon this Agreement.
(f) Headings. The headings used in this Agreement are
--------
for convenience of reference only and are not to affect the
construction of or to be taken into consideration in interpreting
this Agreement.
Section 9. Notices. Any notice or other communication
-------
in respect of this Agreement shall be given in any manner set
forth below to the address or number set forth beneath the
signature of such party hereto and will be deemed effective as
indicated: (i) if in writing and delivered in person or by
courier, on the date it is delivered; (ii) if sent by facsimile
transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form; or (iii)
if sent by certified or registered mail (airmail, if overseas) or
the equivalent (return receipt requested), on the date that mail
is delivered or its delivery is attempted; unless the date of
that delivery (or attempted delivery) or that receipt, as
applicable, is not a Business Day or that communication is
delivered (or attempted) or received, as applicable, after the
close of business on a Business Day, in which case that
communication shall be deemed given and effective on the first
following day that is a Business Day. Either party may by notice
to the other change the address or facsimile number at which
notices or other communications are to be given to it.
Section 10. Governing Law; Jurisdiction; Forum.
----------------------------------
(a) Governing Law. This Agreement will be governed by
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and construed in accordance with the law of the State of New York
(without reference to choice of law doctrine, but without
prejudice to Section 5-1401 of the New York General Obligations
Law).
(b) Jurisdiction and Forum. With respect to any suit,
----------------------
action or proceedings relating to this Agreement ("PROCEEDINGS"),
each party irrevocably and unconditionally: (i) submits to the
non-exclusive jurisdiction of the courts of the State of New York
and the United States District Court located in the Borough of
Manhattan in New York City; and (ii) waives any objection which
it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the
right to object, with respect to such Proceedings, that such
court does not have any jurisdiction over such party. Nothing in
this Agreement precludes either party from bringing Proceedings
in any other jurisdiction, nor will the bringing of Proceedings
in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and
year first above written.
AMERCO
By____________________________
Title:
Address for Notices:
AMERCO
0000 Xxxxxxxxx Xxx
Xxxxx 000
Xxxx, Xxxxxx 00000-0000
Telecopy No.: 000-000-0000
Telephone No.: 000-000-0000
Attn: Xx. Xxxxx Xxxxxxx
CITICORP SECURITIES, INC.
By____________________________
Title:
Address for Notices:
Citicorp Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: 000-000-0000
Telephone No.: 000-000-0000
Attn: Xx. Xxxx Xxxxx
ANNEX I
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Series A Notes Series B Notes Series C Notes
==========================================================================
Coupon Reset 1.50% 1.25% 1.50%
Reference Spread
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Reset Date October 12, 1999 October 11, 2000 October 9, 2002
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Effective Date October 15, 1999 October 15, 2000 October 15, 2002
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Maturity Date October 15, 2029 October 15, 2010 October 15, 2032
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Relevant Maturity 30 years 10 years 30 years
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Strike Yield 6.4525% 6.1700% 6.5900%
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