FIRST AMENDMENT TO SECURITY AGREEMENT (New Truck Term Loan Facility)
Exhibit
10.89
Execution
Copy
FIRST
AMENDMENT TO SECURITY AGREEMENT (New Truck Term Loan Facility)
THIS
FIRST AMENDMENT TO THE SECURITY AGREEMENT dated as of May
31,
2006 (the "First
Amendment") is
by and
between U-Haul Leasing & Sales Co., a Nevada Corporation ("Leasing"),
U-Haul
Co. of Arizona, an Arizona corporation ("U-Haul")
and
U-Haul International, Inc., a Nevada Corporation ("UHI",
and
together with Leasing and U-Haul, the "Borrowers")
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Finance Corp., a Delaware corporation (the "Lender").
WHEREAS,
the Borrowers and Lender have previously executed a certain Security Agreement,
dated as of November 10, 2005 (the "Securitv
Agreement");
WHEREAS,
the Borrowers and the Lender wish to amend the provisions of the Security
Agreement as provided herein.
NOW
THEREFORE, the Borrowers and the Lender hereby agree as follows:
SECTION
1. Amendment
to Attachment 1. Attachment
1 of the Security Agreement is hereby amended by deleting clause (d) thereof
in
its entirety and inserted in its place the following:
(d)
The
Dealership Contracts, the Rental Company Contracts, the Fleet Owner Agreement,
in each case to the extent the rights under such agreements relate to any
Vehicle constituting Equipment, and any Warranty;
SECTION
2. Consent
to Amendment of Financing Statements. The
Lender hereby authorizes the borrowers to file amendments to the respective
financing statements filed pursuant to the Security Agreement naming each
Borrower, as debtor, and the Lender, as secured party, solely for the purpose
of
reflecting the amendment described in Section 1, above. Each such amendment
shall be at Borrowers' expense.
SECTION
3. Effectiveness.
The
amendment provided for by this First Amendment shall become effective upon
the
receipt by the Borrowers and the Lender of counterparts of this First Amendment,
duly executed by the parties hereto, which shall be reasonably satisfactory
to
each party.
SECTION
4. Security
Agreement in Full Force and Effect as Amended. Except
as
specifically amended or waived hereby, all of the terms and conditions of the
Security Agreement shall remain in full force and effect. All references to
the
Security Agreement in any other document or instrument shall be deemed to mean
the Security Agreement as amended by this First Amendment. This First Amendment
shall not constitute a novation of the Security Agreement, but shall constitute
an amendment thereof. The parties hereto agree to be bound by
the
terms
and obligations of the Security Agreement, as amended by this First Amendment,
as though the terms and obligations of the Security Agreement were set forth
herein.
SECTION
5. Counterparts.
This
First Amendment may be executed in any number of counterparts and by separate
parties hereto on separate counterparts, each of which when executed shall
be
deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.
SECTION
6. Governing
Law. THIS
FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.
SECTION
7. Defined
Terms. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned
to
such terms in the Security Agreement
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed by their respective officers as of the day and year first above
written.
U-HAUL
LEASING & SALES CO., as
a
Borrower
By:
Name:
Title:
U-HAUL
CO. OF ARIZONA, as
a
Borrower
By:
Name:
Title:
U-HAUL
INTERNATIONAL, INC.,
as
a
Borrower, as Servicer/Manager and as Guarantor
By:
Name:
Title:
▇▇▇▇▇▇▇
▇▇▇▇▇ COMMERCIAL FINANCE CORP.,
as
Lender
By:
Name:
Title: