Edgar Filing: AMERCO /NV/

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form T-3

APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

AMERCO
(Name of Applicant)

1325 AIRMOTIVE WAY, STE. 100
RENO, NEVADA 89502-3239
(Address of Principal Executive Offices)

Securities to be Issued Under the Indenture to be Qualified:

TITLE OF CLASS AMOUNT
-------------- ------

12% Senior Subordinated Secured Notes Due 2011 $149,962,435 (approximately)

-------------------------------------------------
Approximate date of proposed public offering: On, or as soon as
practicable after, the effective date of the debtors' joint plan of
reorganization.
-------------------------------------------------

NAME AND ADDRESS OF AGENT FOR SERVICE: COPY TO BE SENT TO:
GARY V. KLINEFELTER, ESQ. CHRISTOPHER D. JOHNSON, ESQ.
SECRETARY AND GENERAL COUNSEL SQUIRE, SANDERS & DEMPSEY L.L.P.
AMERCO 40 NORTH CENTRAL AVENUE, SUITE 2700
1325 AIRMOTIVE WAY, SUITE 100 PHOENIX, ARIZONA 85004
RENO, NEVADA 89502-3239

1. GENERAL INFORMATION.

(a) AMERCO (the "Corporation") is a corporation. References to the
Corporation herein mean AMERCO as reorganized pursuant to the Plan.

(b) The Corporation was organized under the laws of the State of
Nevada.

2. SECURITIES ACT EXEMPTION APPLICABLE.

AMERCO and Amerco Real Estate Company ("AREC") filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") before the United States Bankruptcy Court for the District of
Nevada (the "Bankruptcy Court") on June 20, 2003, and August 13, 2003,
respectively. On December 12, 2003, the Bankruptcy Court entered an order
approving, among other things, the Disclosure Statement Concerning the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the United States
Bankruptcy Code (the "Disclosure Statement"), as containing information of a
kind, and in sufficient detail, as far as is reasonably practicable, to enable
holders of claims to make an informed judgment regarding whether they should
vote to accept or reject the First Amended Joint Plan of Reorganization of
AMERCO and Amerco Real Estate Company, Debtors and Debtors-in-Possession (as it
may be amended or modified by the Confirmation Order (as defined below), the
"Plan"). SAC Holding Corporation and SAC Holding II Corporation (collectively,
"SAC Holding") are co-proponents under the Plan. The Plan provides for, among
other things, full satisfaction of all claims against AMERCO and AREC and leaves
equity interests unimpaired. The Court entered an order confirming the Plan
under Section 1129 of the Bankruptcy Code on February 20, 2004 (the
"Confirmation Order"). Capitalized terms used herein, not otherwise defined,
shall have the same meaning ascribed to them in the Plan.

The Corporation will issue, pursuant to the terms of the Plan and the
Confirmation Order, the following new debt securities: (a) 12% Senior
Subordinated Secured Notes due 2011 (the "New AMECO Notes") on the later of the
date on which the Plan is consummated (the "Effective Date") and the date of the
qualification of the New AMERCO Notes Indenture (as defined below) pursuant to
this application; and (b) 9.0% Second Lien Senior Secured Notes due 2009 (the
"Second Lien Senior Secured Notes") on the later of the Effective Date and the
date of the qualification of the Second Lien Senior Secured Notes Indenture (as
defined below). Additionally, SAC Holding, as co-proponent under the Plan, will
issue, pursuant to the terms of the Plan and Confirmation Order, the 8.5% Senior
Notes due 2014 (the "SAC Holding Senior Notes") on the later of the Effective
Date and the date of the qualification of the SAC Holding Senior Notes Indenture
(as defined below). The Confirmation Order provides that, solely for the
purposes of Section 1145 of the Bankruptcy Code, SAC Holding is an affiliate of
AMERCO and AREC.

The New AMERCO Notes will be issued pursuant to an indenture among the
Corporation, the Subsidiary Guarantors named therein as obligors and The Bank of
New York, as Trustee (the "New AMERCO Notes Indenture"). The Second Lien Senior
Secured Notes will be issued pursuant to an indenture among the Corporation, the
Subsidiary Guarantors named

therein as obligors and Wells Fargo Bank, N.A., as Trustee (the "Second Lien
Senior Secured Notes Indenture"). The SAC Holding Senior Notes will be issued
pursuant to an indenture among SAC Holding and Law Debenture Trust Company of
New York, as Trustee (the "SAC Holding Senior Notes Indenture").

Pursuant to the Plan and the Confirmation Order, the holders of Class 7
Claims, which constitute unsecured claims against AMERCO (the "Class 7 Claims")
shall receive, in full satisfaction, settlement, release, and discharge of and
in exchange for their Class 7 Claims: (i) the SAC Holding Senior Notes in the
aggregate principal amount of $200 million; (ii) Second Lien Senior Secured
Notes in the estimated aggregate amount of $120 million (and an additional $80
million will be issued to purchasers apart from the holders of the Class 7
Claims); (iii) cash in the approximate amount of $253,056,696.00, provided,
however, that the amount of cash distributed to holders of Class 7 Claims shall
not exceed 35% of the aggregate allowed amount of Class 7 Claims; and (iv) the
New AMERCO Notes in an estimated aggregate principal amount of $149,962,435.00.
The face amount of New AMERCO Notes distributed to holders of Class 7 Claims
shall equal the aggregate allowed amount of Class 7 Claims minus the aggregate
amount of: (i) SAC Holding Senior Notes; (ii) Second Lien Senior Secured Notes;
and (iii) cash distributed to holders of Class 7 Claims.

Paragraph 16 of the Confirmation Order provides that, pursuant to
Section 1145 of the Bankruptcy Code, the issuance, distribution and resale of
certain New Debt Securities under the Plan, including, without limitation, the
New AMERCO Notes, the Second Lien Senior Secured Notes and the SAC Holding
Senior Notes, are exempt from the requirements of Section 5 of the Securities
Act of 1933 (as amended, the "Securities Act") and equivalent state securities
and "blue sky" laws. Section 1145(a)(1) of the Bankruptcy Code exempts the
issuance of securities from the registration requirements of the Securities Act
and equivalent state securities and "blue sky" laws under circumstances where:
(i) the securities are issued by a debtor, a debtor's affiliate participating in
a joint plan of reorganization with the debtor, or a successor of the debtor
under a plan or reorganization; (ii) the securities are issued in exchange for a
claim against, an interest in, or a claim for an administrative expense against,
the debtor; and (iii) the securities are issued principally in such exchange and
partly for cash or property. The Applicant believes (and the Bankruptcy Court
has specifically found and concluded) that the issuance of the New AMERCO Notes,
the Second Lien Senior Secured Notes and the SAC Holding Senior Notes
contemplated by the Plan satisfies these requirements. Based on the foregoing,
the Corporation believes that the issuance of the New AMERCO Notes, the Second
Lien Senior Secured Notes and the SAC Holding Senior Notes is exempt from the
registration requirements of the Securities Act and any applicable state
securities and "blue sky" laws.

3. AFFILIATES.

a. The following table sets forth the Affiliates of the Corporation as
of the date of this application, including their respective percentages of
voting securities, or other bases of control. Except as otherwise set forth in
the Plan, the corporate structure end equity ownership of the Debtors and their
subsidiaries will be unchanged.

Percentage of
Voting Stock Owned
Name of Entity Jurisdiction of Incorporation by Immediate Parent
-------------- ----------------------------- ----------------

PARENT: AMERCO Nevada N/A
FIRST LEVEL SUBSIDIARY
A. EJOS Arizona 100%
B. Japal, Inc. Nevada 100%
C. M.V.S., Inc. Nevada 100%
D. Pafran, Inc. Nevada 100%
E. Sophmar, Inc. Nevada 100%
F. Picacho Peak Investments Co. Nevada 100%
G. Republic Western Insurance Company Arizona 100%
SECOND LEVEL SUBSIDIARIES
1. Republic Claims Service Company Arizona 100%
2. Republic Western Syndicate, Inc. New York 100%
3. North American Fire & Casualty Louisiana 100%
Insurance Company
4. RWIC Investments, Inc. Arizona 100%
THIRD LEVEL SUBSIDIARIES
a. Ponderosa Insurance Agency, Inc. Arizona 100%
FIRST LEVEL SUBSIDIARY
H. Oxford Life Insurance Company Arizona 100%
SECOND LEVEL SUBSIDIARIES
1. Oxford Life Insurance Agency, Inc. Arizona 100%
2. Christian Fidelity Life Insurance Company Texas 100%
3. Encore Financial, Inc. Wisconsin 100%
THIRD LEVEL SUBSIDIARIES
a. North American Insurance Company Wisconsin 100%
b. Encore Agency, Inc. Louisiana 100%
FOURTH LEVEL SUBSIDIARIES
i. Community Health, Inc. Wisconsin 80%
ii. Community Health Partners, Inc. Illinois 20%
FIRST LEVEL SUBSIDIARY
I. Amerco Real Estate Company Nevada 100%
SECOND LEVEL SUBSIDIARIES
1. Amerco Real Estate Company of Alabama, Inc. Alabama 100%
2. Amerco Real Estate Company of Texas, Inc. Texas 100%
3. Amerco Real Estate Services, Inc. Nevada 100%
4. One PAC Company Nevada 100%
5. Two PAC Company Nevada 100%
6. Three PAC Company Nevada 100%
7. Four PAC Company Nevada 100%
8. Five PAC Company Nevada 100%

9. Six PAC Company Nevada 100%
10. Seven PAC Company Nevada 100%
11. Eight PAC Company Nevada 100%
12. Nine PAC Company Nevada 100%
13. Ten PAC Company Nevada 100%
14. Eleven PAC Company Nevada 100%
15. Twelve PAC Company Nevada 100%
16. Sixteen PAC Company Nevada 100%
17. Seventeen PAC Company Nevada 100%
18. Nationwide Commercial Company Arizona 100%
THIRD LEVEL SUBSIDIARIES
a. Yonkers Property Corporation New York 100%
19. PF&F Holdings Corporation Delaware 100%
THIRD LEVEL SUBSIDIARIES
a. Fourteen PAC Company Nevada 100%
a. Fifteen PAC Company Nevada 100%
FIRST LEVEL SUBSIDIARY
J. U-Haul International, Inc. Nevada 100%
SECOND LEVEL SUBSIDIARIES
1. A & M Associates, Inc. Arizona 100%
THIRD LEVEL SUBSIDIARIES
a. Web Team Associates, Inc. Nevada 100%
SECOND LEVEL SUBSIDIARIES
2. U-Haul Business Consultants, Inc. Arizona 100%
3. U-Haul Co. of Alabama, Inc. Alabama 100%
4. U-Haul Co. of Alaska Alaska 100%
5. U-Haul Co. of Arizona Arizona 100%
6. U-Haul Co. of Arkansas Arkansas 100%
7. U-Haul Co. of California California 100%
8. U-Haul Co. of Colorado Colorado 100%
9. U-Haul Co. of Connecticut Connecticut 100%
10. U-Haul Co. of District of Columbia, Inc. District of Columbia 100%
11. U-Haul of Florida Florida 100%
12. U-Haul Co. of Georgia Georgia 100%
13. U-Haul of Hawaii, Inc. Hawaii 100%
14. U-Haul Co. of Idaho, Inc. Idaho 100%
15. U-Haul Co. of Illinois, Inc. Illinois 100%
16. U-Haul Co. of Indiana, Inc. Indiana 100%
17. U-Haul Co. of Iowa, Inc. Iowa 100%
18. U-Haul Co. of Kansas, Inc. Kansas 100%

19. U-Haul Co. of Kentucky Kentucky 100%
20. U-Haul Co. of Louisiana Louisiana 100%
21. U-Haul Co. of Maine, Inc. Maine 100%
22. U-Haul Co. of Maryland, Inc. Maryland 100%
23. U-Haul Co. of Massachusetts and Ohio, Inc. Massachusetts 100%
24. U-Haul Co. of Michigan Michigan 100%
25. U-Haul Co. of Minnesota Minnesota 100%
26. U-Haul Co. of Mississippi Mississippi 100%
27. U-Haul Company of Missouri Missouri 100%
28. U-Haul Co. of Montana, Inc. Montana 100%
29. U-Haul Co. of Nebraska Nebraska 100%
30. U-Haul Co. of Nevada, Inc. Nevada 100%
31. U-Haul Co. of New Hampshire, Inc. New Hampshire 100%
32. U-Haul Co. of New Jersey, Inc. New Jersey 100%
33. U-Haul Co. of New Mexico, Inc. New Mexico 100%
34. U-Haul Co. of New York, Inc. New York 100%
35. U-Haul Co. of North Carolina North Carolina 100%
36. U-Haul Co. of North Dakota North Dakota 100%
37. U-Haul Co. of Oklahoma, Inc. Oklahoma 100%
38. U-Haul Co. of Oregon Oregon 100%
39. U-Haul Co. of Pennsylvania Pennsylvania 100%
40. U-Haul Co. of Rhode Island Rhode Island 100%
41. U-Haul Co. of South Carolina, Inc. South Carolina 100%
42. U-Haul Co. of South Dakota, Inc. South Dakota 100%
43. U-Haul Co. of Tennessee Tennessee 100%
44. U-Haul Co. of Utah, Inc. Utah 100%
45. U-Haul Co. of Virginia Virginia 100%
46. U-Haul Co. of Washington Washington 100%
47. U-Haul Co. of West Virginia West Virginia 100%
48. U-Haul Co. of Wisconsin, Inc. Wisconsin 100%
49. U-Haul Co. of Wyoming, Inc. Wyoming 100%
50. U-Haul Leasing & Sales Co. Nevada 100%
51. U-Haul Self-Storage Corporation Nevada 100%
52. U-Haul Self-Storage Management (WPC), Inc. Nevada 100%
53. U-Haul Co. of Texas Texas 100%
54. INW Company Washington 100%
55. Storage Realty LLC Nevada 50%
56. EMove, Inc. Nevada 100%
57. U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada) Ontario, Canada 100%
Ltee

THIRD LEVEL SUBSIDIARIES
a. U-Haul Inspections, Ltd. British Columbia, Canada 100%

b. Certain directors and executive officers of the Corporation or
any Subsidiary Guarantor may be deemed to be "affiliates" of the Corporation or
such Subsidiary Guarantor by virtue of their positions with the Corporation or
such Guarantor. See Item 4, "Directors and Executive Officers."

4. DIRECTORS AND EXECUTIVE OFFICERS.

a. The following table lists the names and offices held by all
directors and executive officers of the Corporation. The address for each
director and executive officer listed below is c/o AMERCO, 1325 Airmotive Way,
Ste. 100, Reno, Nevada 89502-3239.

Edward J. Shoen Chairman of the Board, President, and Director

William E. Carty Director

John M. Dodds Director

Charles J. Bayer Director

John P. Brogan Director

James J. Grogan Director

M. Frank Lyons Director

James P. Shoen Director

Gary B. Horton Treasurer of AMERCO

Gary V. Klinefelter Secretary & General Counsel of AMERCO

Rocky D. Wardrip Assistant Treasurer of AMERCO

5. PRINCIPAL OWNERS OF VOTING SECURITIES.

As of the date of this application, the following persons own 10% or
more of the voting securities of the Corporation. The Plan does not contemplate
any changes to the below holders of the voting stock of the Corporation.

NAME AND COMPLETE PERCENTAGE OF VOTING
MAILING ADDRESS TITLE OF CLASS OWNED AMOUNT OWNED SECURITIES OWNED
------- -------------------- ------------ -------------------

Edward J. Shoen Series A Common Stock 3,483,681 16.9%
Chairman of the Board,
President and Director
2727 N. Central Ave
Phoenix, AZ 85004 (1)

Mark V. Shoen AMERCO Common Stock 3,248,481 15.7%
President, U-Haul
Phoenix Operations
2727 N. Central Ave
Phoenix, AZ 85004 (2)

The ESOP Trust AMERCO Common Stock 2,329,484 11.3%
2727 N. Central Ave
Phoenix, AZ 85004 (3)

(1) Edward J. Shoen also beneficially owns 559,443 shares of AMERCO
Common Stock held by the Oxford Trust and the number of shares reported
as beneficially owned by Edward J. Shoen does not include these shares.

(2) Mark V. Shoen also beneficially owns 527,604 shares of AMERCO
Common Stock held by the Oxford Trust and the number of shares reported
as beneficially owned by Edward J. Shoen does not include these shares.

(3) The complete name of the ESOP Trust is the ESOP Trust Fund for the
AMERCO Employee Savings and Employee Stock Ownership Trust. The ESOP
Trustee, which consists of three individuals without a past or present
employment history or business relationship with the Corporation, is
appointed by the Corporation's Board of Directors. Under the ESOP, each
participant (or such participant's beneficiary) in the ESOP directs the
ESOP Trustee with respect to the voting of all AMERCO Common Stock
allocated to the participant's account. All shares in the ESOP Trust
not allocated to participants are voted by the ESOP Trustee. As of
January 31, 2004, of the 2,329,484 shares of AMERCO Common Stock held
by the ESOP Trust, 1,602,722 shares were allocated to participants and
726,726 shares remained unallocated. The number of shares reported as
beneficially owned by Edward J. Shoen and Mark V. Shoen does not
include 3,964 and 3,690 shares of AMERCO Common Stock, respectively,
allocated by the ESOP Trust to those individuals. Those shares are
included in the number of shares held by the ESOP Trust.

6. UNDERWRITERS.

a. Within the three years prior to the date of filing this
application, no person acted as underwriter of any securities
of the Applicant which were outstanding as of the date of this
application.

b. No person is acting, or proposed to be acting, as principal
underwriter of the securities proposed to be offered pursuant
to the Indenture.

7. CAPITALIZATION.

(i) as of the date of this Application:

Capital Stock (in number of shares):

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------

AMERCO Common Stock, $0.25 par value 150,000,000 20,630,033
Series A Common Stock, $0.25 par value 10,000,000 5,662,495
Series B Common Stock, $0.25 par value 10,000,000 None
Series A Preferred Stock, no par value 6,100,000 6,100,000
Series B Preferred Stock, no par value 100,000 None

Debt Securities:

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------

AMERCO 7.85% Senior Notes due 2003 $175,000,000 $175,000,000
AMERCO 8.80% Senior Notes due 2005 $200,000,000 $200,000,000
AMERCO Medium-Term Notes $110,000,000 $110,000,000
AMERCO 7.135% Series 1997-C Bond $126,000,000 $126,000,000
Backed Asset Trust Certificates due
October 15, 2002
Amerco Real Estate Company Senior $95,000,000 $95,000,000
Secured Notes, Series A, due April 30,
2012
Amerco Real Estate Company Senior $5,000,000 $5,000,000
Notes, Series B, due April 30, 2007

Each stockholder is entitled to one vote per share of AMERCO Common
Stock and Series A Common Stock, 1/10 of one vote per share of Series B Common
Stock, and no vote per share for both Series A Preferred Stock and Series B
Preferred Stock for the election of directors and on all other matters to be
voted on by the stockholders.

(ii) as of the Effective Date:

Capital Stock (in number of shares):

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------

Debt Securities:

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ---------------------------- -----------------------------

AMERCO 12% Senior Subordinated Secured $149,962,435 (approximately) $149,962,435 (approximately)
Notes due 2011
AMERCO 9.0% Second Lien Senior Secured $200,000,000 $200,000,000
Notes due 2009

8. ANALYSIS OF INDENTURE PROVISIONS.

The following is a general description of certain provisions of the
Indenture to be qualified and is subject in its entirety by reference to the
form of the Indenture to be qualified, filed as Exhibit T3C hereto and is
incorporated herein by reference. Terms used below have the meaning ascribed to
them in the Indenture.

a. Defaults under the Indenture; Withholding of Notice of
Defaults.

Each of the following are Events of Default under the
Indenture:

(a) failure by the Corporation to pay interest on any of the Notes
when it becomes due and payable and the continuance of any such failure for 30
days;

(b) failure by the Corporation to pay the principal of any of the
Notes when it becomes due and payable, whether at stated maturity, upon
redemption, upon purchase, upon acceleration or otherwise;

(c) failure by the Corporation to comply with any of its
agreements or covenants described under Sections 3.08, 4.07, 4.09, 4.10, 4.15
and 5.01 of the Indenture;

(d) failure by the Corporation to comply with any other agreement
or covenant in this Agreement or the Security Documents and continuance of this
failure for 30 days after notice of the failure has been given to the
Corporation by the Trustee or by the Holders of at least 25% of the aggregate
principal amount of the Notes then outstanding;

(e) default under any mortgage, indenture or other instrument or
agreement under which there may be issued or by which there may be secured or
evidenced Indebtedness of the Corporation or any Restricted Subsidiary, whether
such Indebtedness now exists or is incurred after the Issue Date, which default:
(i) is caused by a failure to pay when due principal on such Indebtedness within
the applicable express grace period, (ii) results in the acceleration of such
Indebtedness prior to its express final maturity or (iii) results in the
commencement of judicial proceedings to foreclose upon, or to exercise remedies
under applicable law or applicable security documents to take ownership of, the
assets securing such Indebtedness, and

in each case, the principal amount of such Indebtedness, together with any other
Indebtedness with respect to which an event described in clause (i), (ii) or
(iii) has occurred and is continuing, aggregates $10 million or more;

(f) one or more judgments or orders that exceed $10 million in
the aggregate (net of amounts covered by insurance or bonded) for the payment of
money have been entered by a court or courts of competent jurisdiction against
the Corporation or any Restricted Subsidiary and such judgment or judgments have
not been satisfied, stayed, annulled or rescinded within 60 days of being
entered;

(g) the Corporation or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii)
consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all or
substantially all of its assets, (iv) makes a general assignment for the benefit
of its creditors, or (v) generally is not paying its debts as they become due;

(h) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (i) is for relief against the Corporation or any
Significant Subsidiary as debtor in an involuntary case, (ii) appoints a
Custodian of the Corporation or any Significant Subsidiary or a Custodian for
all or substantially all of the assets of the

Corporation or any Significant Subsidiary, or (iii) orders the
liquidation of the Corporation or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60
days;

(i) any Note Guarantee of any Significant Subsidiary
ceases to be in full force and effect (other than in accordance with
the terms of such Note Guarantee and this Agreement) or is declared
null and void and unenforceable or found to be invalid or any Guarantor
denies its liability under its Note Guarantee (other than by reason of
release of a Guarantor from its Note Guarantee in accordance with the
terms of this Agreement and the Note Guarantee); or

(j) an "Event of Default" occurs and is continuing under
any of the Security Documents or the Corporation or any Guarantor
repudiates any of its obligations under any of the Security Documents,
or any of the Security Documents become unenforceable against any of
them for any reason which continues for 30 days after written notice
from the Trustee or holders of at least 25% in outstanding principal
amount of Notes or the loss of the perfection or priority of the Liens
granted by any of them pursuant to the Security Documents occurs for
any reason.

If a Default or Event of Default occurs and is continuing and
if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default or Event of Default
within 30 days after it occurs. Except in the case of a Default or Event of
Default (a) in payment of principal of, premium, if any, or interest on any Note
or (b) in compliance with Section 5.01 of the Indenture, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

b. Authentication and Delivery of Securities; Application of
Proceeds

As set forth in Section 2.02 of the Indenture, An authorized Officer
shall sign the Notes for the Corporation by manual or facsimile signature. If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid. A Note shall not be
valid until authenticated by the manual signature of the Trustee. The signature
shall be conclusive evidence that the Note has been authenticated under this
Agreement.

There will be no proceeds (and therefore no application of such
proceeds) from the issuance of the Notes because the Notes will be issued, as
part of an exchange, as provided in the Plan.

c. Release of Collateral

Not later than the Issue Date, the Corporation and the Subsidiary
Guarantors party thereto shall have executed and delivered to the Trustee and
the Collateral Agent, for the benefit of the Secured Parties, (a) the Pledge
Agreement; (b) the Security Agreement; (c) the Pay Proceeds Agreements; (d)
mortgages in form and substance reasonably satisfactory to the Trustee and the
Collateral Agent with respect to the Sale Property and the Surplus Property; (e)
certificates representing the Oxford

Stock; (f) the Sale Agreements; (g) all documents and instruments, including
Uniform Commercial Code financing statements, required by law or reasonably
requested by the Trustee or the Collateral Agent to be filed, registered or
recorded to create or perfect the Liens in the Collateral intended to be created
by the Security Agreement and the Mortgages; and (h) all documents and
instruments required to be delivered as of the Issue Date under the Security
Documents, including any title insurance policies, casualty insurance policies
and policy endorsements, as well as any opinions of counsel, as may be required
thereunder. These documents will be executed to create or perfect the Liens in
the Collateral intended to be created by the Security Agreement and the
Mortgages.

The Collateral may be released from the Lien and security interest
created by the Security Documents at any time or from time to time in accordance
with the provisions of the Indenture.

d. Satisfaction and Discharge of the Indenture

The Indenture will be discharged and will cease to be of further effect
(except as to rights of registration of transfer or exchange of Notes which
shall survive until all Notes have been canceled) as to all outstanding Notes
issued thereunder, when either:

(a) all the Notes that have been authenticated and delivered
(except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has been deposited in trust or segregated and held
in trust by the Corporation and thereafter repaid to the Corporation or
discharged from this trust) have been delivered to the Trustee for cancellation,
or

(b) (i) all Notes not delivered to the Trustee for cancellation
otherwise have become due and payable or have been called for redemption
pursuant to Section 3.07 or Section 3.08 of the Indenture, and the Corporation
has irrevocably deposited or caused to be deposited with the Trustee trust funds
in trust in an amount of money sufficient to pay and discharge the entire
Indebtedness (including all principal and accrued interest) on the Notes not
theretofore delivered to the Trustee for cancellation,

(ii) the Corporation has paid all sums payable by it under
the Indenture and the Security Documents,

(iii) the Corporation has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the
payment of the Notes at maturity or on the date of redemption, as the
case may be, and

(iv) the Holders have a valid, perfected, exclusive
security interest in this trust.

In addition, the Corporation must deliver an Officer's Certificate and
an opinion of counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

e. Evidence of Compliance with Conditions

As stated in Section 14.04 of the Indenture, upon any request or
application by the Corporation to the Trustee to take any action under the
Indenture, the Corporation must furnish to the Trustee: (a) an Officer's
Certificate (as defined in the Indenture) stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in the
Indenture relating to the proposed action have been satisfied; and (b) an
Opinion of Counsel (as defined in the Indenture) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.

Each certificate or opinion with respect to compliance with a condition
or covenant provided for in the Indenture shall include: (a) a statement that
the person making such certificate or opinion has read such covenant or
condition; (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of such
person, he or she has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and (d)a statement as to whether or not, in the
opinion of such person, such condition or covenant has been satisfied.

9. OTHER OBLIGORS.

Each of the following Subsidiary Guarantors have guaranteed the
Corporation's payment obligations under the Indenture. The mailing address for
each of the following is c/o AMERCO, 1325 Airmotive Way Suite 100, Reno, Nevada
89502-3239.

Amerco Real Estate Company
Amerco Real Estate Company of Alabama, Inc.
Amerco Real Estate Company of Texas, Inc.
One PAC Company
Five PAC Company
Seven PAC Company
Ten PAC Company
Fourteen PAC Company
Sixteen PAC Company
U-Haul Co. of Alaska
U-Haul Co. of Arizona
U-Haul Co. of Florida
U-Haul of Hawaii, Inc.
U-Haul International, Inc.
Yonkers Property Corporation
Amerco Real Estate Services, Inc.
Two PAC Company
Three PAC Company
Four PAC Company
Six PAC Company
Eight PAC Company
Nine PAC Company
Eleven PAC Company

Twelve PAC Company
Fifteen PAC Company
Seventeen PAC Company
Nationwide Commercial Company
PF&F Holdings Corporation
A & M Associates, Inc.
EMove, Inc.
U-Haul Business Consultants, Inc.
U-Haul Leasing & Sales Co.
U-Haul Self-Storage Corporation
U-Haul Self-Storage Management (WPC), Inc.
U-Haul Co. of Alabama, Inc.
U-Haul Co. of Arkansas
U-Haul Co. of California
U-Haul Co. of Colorado
U-Haul Co. of Connecticut
U-Haul Co. of District of Columbia, Inc.
U-Haul Co. of Georgia
U-Haul Co. of Iowa, Inc.
U-Haul Co. of Idaho, Inc.
U-Haul Co. of Illinois, Inc.
U-Haul Co. of Indiana, Inc.
U-Haul Co. of Kansas, Inc.
U-Haul Co. of Kentucky
U-Haul Co. of Louisiana
U-Haul Co. of Massachusetts and Ohio, Inc.
U-Haul Co. of Maryland, Inc.
U-Haul Co. of Maine, Inc.
U-Haul Co. of Michigan
U-Haul Co. of Minnesota
U-Haul Company of Missouri
U-Haul Co. of Mississippi
U-Haul Co. of Montana, Inc.
U-Haul Co. of North Carolina
U-Haul Co. of North Dakota
U-Haul Co. of Nebraska
U-Haul Co. of New Hampshire, Inc.
U-Haul Co. of New Jersey, Inc.
U-Haul Co. of New Mexico, Inc.
U-Haul Co. of Nevada, Inc.
U-Haul Co. of New York, Inc.
U-Haul Co. of Oklahoma, Inc.
U-Haul Co. of Oregon
U-Haul Co. of Pennsylvania
U-Haul Co. of Rhode Island
U-Haul Co. of South Carolina, Inc.

U-Haul Co. of South Dakota, Inc.
U-Haul Co. of Tennessee
U-Haul Co. of Texas
U-Haul Co. of Utah, Inc.
U-Haul Co. of Virginia
U-Haul Co. of Washington
U-Haul Co. of Wisconsin, Inc.
U-Haul Co. of West Virginia
U-Haul Co. of Wyoming, Inc.
Web Team Associates
U-Haul Co. (Canada) Ltd.
U-Haul Co. (Canada) Ltd. U-Haul Co. (Canada) Ltee

CONTENT OF APPLICATION FOR QUALIFICATION. This application for qualification
comprises:

a. Pages number 1 to 18 consecutively.

b. The statement of eligibility and qualification on form T-l of
The Bank of New York, as Trustee under the Indenture, to be
qualified (included as Exhibit 25.1 hereto).

c. The following exhibits in addition to those filed as part of
the statement of eligibility and qualification of each
Trustee:

Exhibit T3A - Restated Articles of Incorporation of AMERCO as in effect on the
date of filing hereof. Incorporated by .reference to AMERCO's
Quarterly Report on Form 10-Q for the quarter ended December 31,
1992, file no. 1-11255.

Exhibit T3B - Restated By-Laws of AMERCO as in effect on the date of filing
hereof Incorporated by reference to AMERCO's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, file no.
1-11255.

Exhibit T3C - Draft form of Indenture among AMERCO, the Subsidiary Guarantors
party thereto and The Bank of New York, as Trustee (filed herewith)

Exhibit T3D - Not Applicable

Exhibit T3E-l - Disclosure Statement Concerning the Debtors' First Amended Joint
Plan of Reorganization Under Chapter 11 of the United States
Bankruptcy Code. Incorporated by reference to Exhibit 2.4 to the
Quarterly Report on Form 10-Q filed with the SEC by AMERCO on
February 17, 2004.

Exhibit T3E-2 - First Amended Joint Plan of Reorganization of the AMERCO and AMERCO
Real Estate Company, Debtors and Debtors in Possession.
Incorporated by reference to Exhibit 2.3 to the Quarterly Report on
Form 10-Q filed with the SEC by AMERCO on February 17, 2004.

Exhibit T3F - Cross Reference Sheet (included in Indenture)

Exhibit 25.1 - Form T-l qualifying The Bank of New York as Trustee under the
Indenture to be qualified (filed herewith)

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, AMERCO, a corporation organized and existing under the laws of
Nevada, has duly caused this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Phoenix, and State of Arizona, on the 5th day of
March, 2004.

AMERCO

By: /s/ Edward J. Shoen
---------------------------
Name: Edward J. Shoen
Title: President

By: /s/ Gary V. Klinefelter
---------------------------
Name: Gary V. Klinefelter
Title: Secretary

Attest

By: /s/ George R. Olds
--------------------------------
Name: George R. Olds
Title: Assistant Secretary