U HAUL INTERNATIONAL INC
EX-10.46
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<TYPE>EX-10.46
<SEQUENCE>16
<FILENAME>p67178exv10w46.txt
<DESCRIPTION>EX-10.46
<TEXT>
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                                                                   EXHIBIT 10.46

                                 PROMISSORY NOTE

      $5,000,000.00                                    Date: as of April 1, 1996


      FOR VALUE RECEIVED, the undersigned (the "Maker") promises to pay to the
order of U-Haul International, Inc., ("Payee") a Nevada corporation, at 2727
North Central Avenue, Phoenix, Arizona 85004, or at such other address as the
holder hereof may from time to time designate in writing, without defalcation or
offset, the principal sum of up to Five Million Dollars, payable with interest
at nine percent (9%) per annum in quarterly installments equal to the quarterly
disbursements made to Maker (the "Borrower") directly or indirectly pursuant to
certain Collection Account Agreements to which the Borrower is a party and which
relate to the mortgage loans on certain real estate owned directly or indirectly
by Maker (but only after such quarterly disbursements become available after
satisfying pre-existing loan obligations under other notes payable to Payee),
payable within ten (10) days each such disbursement is made to the Borrower and
continuing until October 1, 2005, when any remaining outstanding principal
balance and accrued but unpaid interest thereon is due and payable. The
principal balance of this Note may increase, from time to time, up to the
$5,000,000.00 face amount according to the disbursements made by Payee to Maker.

      Interest shall be computed from the date of this Note until paid based on
a three hundred sixty (360) day year of twelve equal thirty-day months. Interest
shall be compounded monthly.

      Notwithstanding any provision herein, the total liability for payments of
interest or in the nature of interest, shall not exceed the limits now imposed
by the applicable usury law including the choice of law rules. In the event of
the acceleration of this Note, the total charges for interest and in the nature
of interest shall not exceed the maximum amount allowed by law and any excess
portion of such charges that may have been prepaid shall be refunded to the
Maker hereof. Such refund shall be made by application of the amount involved
against the sums due hereunder, but such crediting shall not cure or waive the
default occasioning acceleration.

      Maker shall, at any time, have the right to prepay, without penalty or
premium, all or any portion of the loan evidenced by this Note upon at least ten
(10) days advance notice to Payee. No prepayment may be made, however, on any
date other than a regularly scheduled payment date.

      If any installment of interest or principal or any other payment is not
paid by Maker within the time periods hereinafter set forth, then there shall
also be immediately due and payable a late charge at the rate of five ($.05)
cents for each dollar of such delinquent payment. It is further understood that
subject to the provisions hereinafter set forth with regard to grace periods of
such default should there by any default in the payment of any installment of
interest or principal on the date on which it shall fall due, or in the
performance of any of the agreements, conditions, covenants, provisions or
stipulations contained in this Note, then Payee, at its option
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and after the expiration of the grace period, if any, hereinafter set forth, may
declare immediately due and payable the entire unpaid balance of principal with
interest accrued thereon; and payment thereof of may be enforced and recovered
in whole or in part at any time by one or more of the remedies provided to Payee
in this Note. In such case Payee may also recover all costs of suit and other
expenses in connection therewith, together with reasonable attorney's fees. Any
default under that certain Promissory Note in the amount of up to $10,000,000.00
dated October 1, 1995 (the "Junior Note"), with the Borrower as maker thereof
and U-Haul International, Inc. as Payee, shall constitute a default under this
Note and all principal and accrued interest hereunder shall become immediately
due and payable.

      Any check, draft, money order, or other instrument given in payment of all
or any portion of this Note may be accepted by Payee and handled for collection,
but the acceptance of the check, draft, money order, or other instrument will
not constitute payment under the Note or diminish any of Payee's rights under
the Note unless and until actual cash proceeds are unconditionally received by
Payee and applied to the indebtedness evidenced by this Note. Unless a default
under this Note has occurred and is continuing, all payments made by Maker under
this Note shall be applied: (i) first, to late charges, costs of collection or
enforcement, and similar amounts due, if any, under the Note; (ii) second, to
interest which is due and payable under this Note; and (iii) third, the
remainder to principal due and payable under this Note. If a default under this
Note has occurred and is continuing, all payments made by Maker under this Note
shall be applied to the sums due under this Note in any order or combination
that Payee may determine, in its sole discretion.

      Maker and all endorsers, sureties and, guarantors hereby jointly and
severally waive presentment for payment, demand, notice of demand, notice on
nonpayment or dishonor, protest and notice of protest of this Note, and all
other notices in connection with the delivery, acceptance, performance, default
or enforcement of the payment of this Note, and they agree that the liability of
each of them shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee. Maker and all endorsers, sureties, and guarantors consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, with or
without substitution, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their
liability hereunder.

      The rights and remedies of the Payee under this Note are intended to be
cumulative and concurrent and may be pursued singularly, successively, or
together against Maker and all sureties, successively, or together against Maker
and all sureties, guarantors, and endorsers of the Note, or any of them. If
there is more than one Maker, the obligations and covenants of each Maker shall
be joint and several.

      Payee shall not be deemed, by an act of omission or commission, to have
waived any of its rights or remedies hereunder unless such waiver is in writing
and signed by Payee, and then only to the extent specifically set forth in
writing. A waiver of one event shall not be construed as continuing or as a bar
to or waiver of any right or remedy to a subsequent event.


                                       2
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      A determination that any provision of this Note is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
and any determination that the application of any provision, of this Note to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.

      Notwithstanding any provision herein, this Note shall be nonrecourse to
Maker to the same extent as set forth in Section 20 of the Junior Note.

      Time is of the strictest essence in the payment and performance by Maker
under this Note.

      This instrument shall be governed by and construed according to the laws
of the State of Arizona.

      IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly
executed this Note and has caused it to be duly attested, effective as of the
day and year first above written.


"MAKER"

Four SAC Self-Storage Corporation


_________________________________
Mark V. Shoen, President


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