U HAUL INTERNATIONAL INC
EX-10.39
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>9
<FILENAME>p67178exv10w39.txt
<DESCRIPTION>EX-10.39
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.39

                          PROPERTY MANAGEMENT AGREEMENT

            THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
      into as of December 31, 2001 among Twenty-Two SAC Self-Storage
      Corporation, a Nevada corporation, with its principal place of business at
      715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property
      managers identified on Exhibit A attached hereto and incorporated herein
      by reference (each such property manager is respectively referred to
      herein as "U-Haul").

                                    RECITALS

            A. Owner owns the real property and self-storage related
      improvements thereon located at the street addresses identified on Exhibit
      A hereto (hereinafter, collectively the "Property").

            B. Owner intends that the Property be rented on a space-by-space
      retail basis to corporations, partnerships, individuals and/or other
      entities for use as self-storage facilities.

            C. Owner desires that U-Haul manage the Property and U-Haul desires
      to act as the property manager for the Property, all in accordance with
      the terms and conditions of this Agreement and as more specifically
      designated on Exhibit A hereto.

            NOW, THEREFORE, in consideration of the mutual covenants herein
      contained, Owner and U-Haul hereby agree as follows.

      1. Employment.

            (a) Owner hereby retains U-Haul, and U-Haul agrees to act as manager
      of the Property upon the terms and conditions hereinafter set forth.

            (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is in
      the business of managing self-storage facilities, both for its own account
      and for the account of others. It is hereby expressly agreed that
      notwithstanding this Agreement, U-Haul and such affiliates may continue to
      engage in such activities, may manage facilities other than those
      presently managed by U-Haul and its affiliates (whether or not such other
      facilities may be in direct or indirect competition with Owner) and may in
      the future engage in other business which may compete directly or
      indirectly with activities of Owner.

            (c) In the performance of their respective duties under this
      Agreement, each U-Haul property manager shall occupy the position of an
      independent contractor with respect to Owner. Nothing contained herein
      shall be construed as making the parties

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      hereto (or any of them) partners or joint venturors, nor (except as
      expressly otherwise provided for herein) construed as making U-Haul an
      agent or employee of Owner or of any other U-Haul property manager
      hereunder.

      2. Duties and Authority of U-Haul.

            (a) GENERAL DUTIES AND AUTHORITY. Subject only to the restrictions
      and limitations provided in paragraphs (o) and (p) of this Section 2 and
      the right of Owner to terminate this Agreement as provided in Section 6
      hereof, U-Haul shall have the sole and exclusive authority to fully manage
      the Property and supervise and direct the business and affairs associated
      or related to the daily operation thereof, and, to that end on behalf of
      Owner, to execute such documents and instruments as, in the sole judgment
      of U-Haul, are reasonably necessary or advisable under the circumstances
      in order to fulfill U-Haul's duties hereunder. Such duties and authority
      shall include, without limitation, those set forth below. Throughout the
      Term of this Agreement, U-Haul shall operate the Property under the
      "U-Haul" (R) name.

            (b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
      procedures for the marketing activities for the Property, and may
      advertise the Property through such media as U-Haul deems advisable,
      including, without limitation, advertising with the Yellow Pages. U-Haul
      shall have the sole discretion, which discretion shall be exercised in
      good faith, to establish the terms and conditions of occupancy by the
      tenants of the Property, and U-Haul is hereby authorized to enter into
      rental agreements on behalf and for the account of Owner with such tenants
      and to collect rent from such tenants. U-Haul may jointly advertise the
      Property with other properties owned or managed by U-Haul, and in that
      event, U-Haul shall reasonably allocate the cost of such advertising among
      such properties.

            (c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
      execute, supervise and have control over the making and executing of all
      decisions concerning the acquisition of furniture, fixtures and supplies
      for the Property, and may purchase, lease or otherwise acquire the same on
      behalf of Owner. U-Haul shall make and execute, or supervise and have
      control over the making and executing of all decisions concerning the
      maintenance, repair, and landscaping of the Property. U-Haul shall, on
      behalf of Owner, negotiate and contract for and supervise the installation
      of all capital improvements related to the Property; provided, however,
      that U-Haul agrees to secure the prior written approval of Owner on all
      such expenditures in excess of $5,000.00 for any one item, except monthly
      or recurring operating charges and/or emergency repairs if in the opinion
      of U-Haul such emergency-related expenditures are necessary to protect the
      Property from damage or to maintain services to the tenants as called for
      in their respective leases.

            (d) PERSONNEL. U-Haul shall select all vendors, suppliers,
      contractors, subcontractors and employees with respect to the Property and
      shall hire, discharge and

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      supervise all labor and employees required for the operation and
      maintenance of the Property. Any employees so hired shall be employees of
      U-Haul, and shall be carried on the payroll of U-Haul. Employees may
      include, but will not be limited to, on-site resident managers, on-site
      assistant managers, and relief managers located, rendering services, or
      performing activities on the Property in connection with its operation and
      management. The cost of employing such persons shall not exceed prevailing
      rates for comparable persons performing the same or similar services with
      respect to real estate similar to the Property.

            (e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
      Owner such agreements which U-Haul deems necessary or advisable for the
      furnishing of utilities, services, concessions and supplies, for the
      maintenance, repair and operation of the Property and such other
      agreements which may benefit the Property or be incidental to the matters
      for which U-Haul is responsible hereunder.

            (f) OTHER DECISIONS. U-Haul shall make all decisions in connection
      with the daily operation of the Property.

            (g) REGULATIONS AND PERMITS. U-Haul shall comply in all material
      respects with any statute, ordinance, law, rule, regulation or order of
      any governmental or regulatory body, having jurisdiction over the
      Property, respecting the use of the Property or the maintenance or
      operation thereof. U-Haul shall apply for and attempt to obtain and
      maintain, on behalf of Owner, all licenses and permits required or
      advisable (in the sole judgment of U-Haul) in connection with the
      management and operation of the Property.

            (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS. U-Haul
      shall establish, supervise, direct and maintain the operation of a system
      of record keeping and bookkeeping with respect to all receipts and
      disbursements in connection with the management and operation of the
      Property. The books, records and accounts shall be maintained at the
      U-Haul office or at such other location as U-Haul shall determine, and
      shall be available and open to examination and audit quarterly by Owner,
      its representatives, any mortgagee of the Property, and such mortgagee's
      representative. On or before thirty (30) days after the close of each
      quarter, U-Haul shall cause to be prepared and delivered to Owner, a
      monthly statement of receipts, expenses and charges, together with a
      statement of the disbursements made by U-Haul during such period on
      Owner's behalf.

            (i) [Reserved].

            (j) COLLECTION. U-Haul shall be responsible for the billing and
      collection of all accounts receivable and for payment of all accounts
      payable with respect to the Property and shall be responsible for
      establishing policies and procedures to minimize the amount of bad debts.

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            (k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
      and in the name of Owner, any and all legal actions or proceedings U-Haul
      deems necessary or advisable to collect charges, rent or other income due
      to Owner with respect to the Property and to oust or dispossess tenants or
      other persons unlawfully in possession under any lease, license concession
      agreement or otherwise, and to collect damages for breach thereof or
      default thereunder by such tenant, licensee, concessionaire or occupant.

            (l) INSURANCE. U-Haul shall use its best efforts to assure that
      there is obtained and maintained in force, fire, comprehensive liability
      and other insurance policies in amounts generally carried with respect to
      similar facilities. U-Haul may in its discretion obtain employee theft or
      similar insurance in amounts and with such deductibles as U-Haul deems
      appropriate. U-Haul shall promptly provide Owner with such certificates of
      insurance as Owner may reasonably request in writing, evidencing such
      insurance coverage.

            (m) TAXES. During the term of this Agreement, U-Haul shall pay from
      Owner's funds, prior to delinquency, all real estate taxes, personal
      property taxes, and all other taxes assessed to, or levied upon, the
      Property. If required by the holder of any note secured by the Property,
      U-Haul will set aside, from Owner's funds, a reserve from each month's
      rent and other income collected, in an amount required by said holder for
      purposes of payment of real property taxes.

            (n) [RESERVED].

            (o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything to the
      contrary set forth in this Section 2, U-Haul shall not, without obtaining
      the prior written consent of Owner, (i) rent storage space in the Property
      by written lease or agreement for a stated term in excess of one year,
      (ii) alter the building or other structures of the Property in any
      material manner; (iii) make any other agreements which exceed a term of
      one year and are not terminable on thirty day's notice at the will of
      Owner, without penalty, payment or surcharge; (iv) act in violation of any
      law; or (v) act in violation of any duty or responsibility of Owner under
      any mortgage loan secured by the Property.

            (p) SHARED EXPENSES. Owner acknowledges that certain economies may
      be achieved with respect to certain expenses to be incurred by U-Haul on
      behalf of Owner hereunder if materials, supplies, insurance or services
      are purchased by U-Haul in quantity for use not only in connection with
      the Property but in connection with other properties owned or managed by
      U-Haul or its affiliates. U-Haul shall have the right to purchase such
      materials, supplies, insurance and/or services in its own name and charge
      Owner a pro rata allocable share of the cost of the foregoing; provided,
      however, that the pro rata cost of such purchase to Owner shall not result
      in expenses greater than would otherwise be incurred at competitive prices
      and terms available in the area where the

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      Property is located; and provided further, U-Haul shall give Owner access
      to records so Owner may review any such expenses incurred.

            (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
      defined) shall be remitted by U-Haul (or its parent company) on a daily
      basis to a bank account maintained by UBS Warburg Real Estate Investments
      Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be
      applied in the manner specified in that Cash Management Agreement dated
      the date hereof among Owner, U-Haul and Lender. U-Haul shall maintain such
      records and systems as are necessary or appropriate to enable U-Haul to
      clearly identify the amount of Gross Revenue generated by each Property on
      a daily basis.

      3. Duties of Owner.

            Owner hereby agrees to cooperate with U-Haul in the performance of
      U-Haul's duties under this Agreement and to that end, upon the request of
      U-Haul, to provide, at such rental charges, if any, as are deemed
      appropriate, reasonable office space for U-Haul employees on the premises
      of the Property and to give U-Haul access to all files, books and records
      of Owner relevant to the Property. Owner shall not unreasonably withhold
      or delay any consent or authorization to U-Haul required or appropriate
      under this Agreement. Throughout the term hereof, Owner shall not permit
      the Property to be operated under any name other than "U-Haul" (R).

      4. Compensation of U-Haul.

            (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
      for the services herein provided a fee (the "Management Fee") equal to six
      percent (6%) of the "Gross Revenue" derived from or connected with the
      Property so managed by U-Haul hereunder. U-Haul shall not offset or reduce
      the amount of the Management Fee payable to it at any time hereunder in
      exchange for a reduction in the amount rent due from U-Haul to Owner
      pursuant to any lease agreement between U-Haul and Owner. The term "Gross
      Revenue" shall mean all receipts (excluding security deposits unless and
      until Owner recognizes the same as income) of Owner (whether or not
      received by U-Haul on behalf or for the account of Owner) arising from the
      operation of the Property, including without limitation, rental payments
      of lessees of space in the Property, vending machine or concessionaire
      revenues, maintenance charges, if any, paid by the tenants of the Property
      in addition to basic rent, parking fees, if any, and all monies whether or
      not otherwise described herein paid for the use of the Property. "Gross
      Revenue" shall be determined on a cash basis. The Management Fee shall be
      paid promptly at the end of each calendar quarter and shall be calculated
      on the basis of the "Gross Revenue" of such preceding quarter. The
      Management Fee shall be paid to each U-Haul property manager herein
      identified based on the Gross Revenue of each respective Property for
      which such property manager is responsible as set forth on Exhibit A
      hereto. Each property manager

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      agrees that its monthly Management Fee shall be subordinate to that
      month's principal balance and interest payment on any first lien position
      mortgage loan on the Property.

            It is understood and agreed that the Management Fee will not be
      reduced by the cost to Owner of those employees and independent
      contractors engaged by or for Owner, including but not limited to the
      categories of personnel specifically referred to in Section 2(d). Except
      as provided in this Section 4, it is further understood and agreed that
      U-Haul shall not be entitled to additional compensation of any kind in
      connection with the performance by it of its duties under this Agreement.

            (b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the Management
      Fee described above, U-Haul shall be entitled to reimbursement from Owner,
      on a quarterly basis, for all out-of-pocket expenses incurred by U-Haul
      hereunder in connection with the management and operation of the Property,
      including, without limitation, taxes, insurance, operational expenses,
      overhead, litigation and dispute resolution related expenses, capital
      improvement expenses, and costs of sales.

      5. Use of Trademarks, Service Marks and Related Items.

            Owner acknowledges the significant value of the "U-Haul" name in the
      operations of Owner's property and it is therefore understood and agreed
      that the name, trademark and service mark, "U-Haul", and related marks,
      slogans, caricatures, designs and other trade or service items shall be
      utilized for the non-exclusive benefit of Owner in the rental and
      operation of the Property, and in comparable operations elsewhere. It is
      further understood and agreed that this name and all such marks, slogans,
      caricatures, designs and other trade or service items shall remain and be
      at all times the property of U-Haul and its affiliates, and that, except
      during the term hereof and as expressly provided herein, Owner shall have
      no right whatsoever therein. Owner agrees that during the term of this
      agreement the sign faces at the property will have the name "U-Haul." The
      U-Haul sign faces will be paid for by Owner. Upon termination of this
      agreement at any time for any reason, all such use by and for the benefit
      of Owner of any such name, mark, slogan, caricature, design or other trade
      or service item in connection with the Property shall, in any event, be
      terminated and any signs bearing any of the foregoing shall be removed
      from view and no longer used by Owner. In addition, upon termination of
      this Agreement at any time for any reason, Owner shall not enter into any
      new leases of Property using the U-Haul lease form or use other forms
      prepared by U-Haul. It is understood and agreed that U-Haul will use and
      shall be unrestricted in its use of such name, mark, slogan, caricature,
      design or other trade or service item in the management and operation of
      other storage facilities both during and after the expiration or
      termination of the term of this Agreement.

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      6. Termination.

            Owner or U-Haul may terminate this Agreement with or without cause
      by giving not less than thirty days' written notice to the other party
      pursuant to Section 11 hereof. In addition, if Owner fails to pay U-Haul
      any amounts owed under this Agreement when due, U-Haul may terminate this
      Agreement by giving Owner not less than ten days written notice pursuant
      to Section 11 hereof. Notwithstanding the foregoing, however, U-Haul shall
      not resign as property manager of the Property until a nationally
      recognized and reputable successor property manager is available and
      prepared to assume property management responsibilities with respect to
      the Property in question Upon termination of this Agreement, U-Haul shall
      promptly return to Owner all monies, books, records and other materials
      held by U-Haul for or on behalf of Owner. In addition, if U-Haul has
      contracted to advertise the Property in the Yellow Pages, Owner shall, at
      the option of U-Haul, continue to be responsible for the cost of such
      advertisement and shall either (i) pay U-Haul the remaining amount due
      under such contract in a lump sum; or (ii) pay U-Haul monthly for the
      amount due under such contract.

      7. Indemnification.

            Owner hereby agrees to indemnify and hold each of U-Haul, all
      persons and companies affiliated with U-Haul, and all officers,
      shareholders, directors, employees and agents of U-Haul and of any
      affiliated companies or persons (collectively, the "Indemnified Persons")
      harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages, and claims in connection with the
      management of the Property (including the loss of use thereof following
      any damage, injury or destruction), arising from any cause except for the
      willful misconduct or gross negligence on the part of the Indemnified
      Persons. In addition, no Indemnified Person shall be liable for any error
      of judgment or for any mistake of fact or law, or for anything which it
      may do or refrain from doing hereafter, except in cases of willful
      misconduct or gross negligence. U-Haul hereby agrees to indemnify and hold
      Owner harmless from any and all costs, expenses, attorneys' fees, suits,
      liabilities, judgments, damages and claims in connection with the
      management of the Property arising from the willful misconduct of, gross
      negligence of, or breach of this Agreement by the Indemnified Persons. In
      addition, U-Haul shall not be liable to Owner for the acts or omissions of
      U-Haul's officers, shareholders, directors, employees, and agents except
      for U-Haul's own gross negligence or willful misconduct.

      8. Assignment.

            This Agreement may be assigned by Owner in connection with any
      mortgage loan on the Property, whether pursuant to a conditional or
      unconditional, absolute assignment. U-Haul shall have the right to assign
      this Agreement to an affiliate or a wholly or

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      majority owned subsidiary; provided, however, any such assignee must
      assume all obligations of U-Haul hereunder, Owner's rights hereunder will
      be enforceable against any such assignee and U-Haul shall not be released
      from its liabilities hereunder unless Owner shall expressly agree thereto
      in writing.

      9. Headings.

            The headings contained herein are for convenience of reference only
      and are not intended to define, limit or describe the scope or intent of
      any provision of this Agreement.

      10. Governing Law.

            The validity of this Agreement, the construction of its terms and
      the interpretation of the rights and duties of the parties shall be
      governed by the internal laws of the State of Arizona.

      11. Notices.

            Any notice required or permitted herein shall be in writing and
      shall be personally delivered or mailed first class postage prepaid or
      delivered by an overnight delivery service to the respective addresses of
      the parties set forth below their signatures on the signature page
      thereof, or to such other address as any party may give to the other in
      writing. Any notice required by this Agreement will be deemed to have been
      given when personally served or one day after delivery to an overnight
      delivery service or five days after deposit in the first class mail.

      12. Severability.

            Should any term or provision hereof be deemed invalid, void or
      unenforceable either in its entirety or in a particular application, the
      remainder of this Agreement shall nonetheless remain in full force and
      effect and, if the subject term or provision is deemed to be invalid, void
      or unenforceable only with respect to a particular application, such term
      or provision shall remain in full force and effect with respect to all
      other applications.

      13. Successors.

            This Agreement shall be binding upon and inure to the benefit of the
      respective parties hereto and their permitted assigns and successors in
      interest.

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      14. Attorneys' Fees.

            If it shall become necessary for any party hereto to engage
      attorneys to institute legal action for the purpose of enforcing their
      respective rights hereunder or for the purpose of defending legal action
      brought by the other party hereto, the party or parties prevailing in such
      litigation shall be entitled to receive all costs, expenses and fees
      (including reasonable attorneys' fees) incurred by it in such litigation
      (including appeals).

      15. Counterparts.

            This Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      16. Scope of Property Manager Responsibility.

            The duties, obligations and liability of each property manager
      identified herein shall extend only so far as to relate to the Property
      for which such property manager is managing located in the domicile state
      of such property manager, as more specifically described on Exhibit A
      hereto, and no individual property manager hereunder shall be liable for
      the acts or omissions of any other property manager hereunder. Each
      property manager shall use its best efforts to assist Owner in fulfilling
      Owner's obligations arising under any loan to Owner that is secured by the
      Property, including but not limited to preparing and providing financial
      and accounting reports, and maintaining the Property. Each property
      manager agrees that it will perform its obligations hereunder according to
      reasonable industry standards, in good faith, and in a commercially
      reasonable manner. U-Haul agrees that, in discharging its duties
      hereunder, it will not have any relationship with any of its affiliates
      that would be less favorable to Owner than would reasonably be available
      in a transaction with an unaffiliated party.

      [Rest of page intentionally left blank]

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            IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
      the date first above written.

"Owner":

Twenty-Two SAC Self-Storage Corporation,
a Nevada corporation

By: _______________________________

Its: ______________________________

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"U-Haul"

U-Haul Co. of Arizona, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Kansas,  Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary


U-Haul Co. of Massachusetts, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Maine, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Michigan, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

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U-Haul Co. of Texas, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.

By: _______________________________
    Gary V. Klinefelter, Secretary

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                                    Exhibit A

<TABLE>
<S>                                    <C>              <C>          <C>
      734024 U-HAUL STATE AVE          KANSAS CITY      KS           66102
      747069 U-HAUL CAUSEWAY BLV       METAIRIE         LA           70002
      751022 U-HAUL JOLLY CEDAR        LANSING          MI           48910
      790066 U-HAUL CTR RT 295         PORTLAND         ME           04101
      791023 U-HAUL SPRINGFIELD        SPRINGFIELD      MA           01101
      795028 U-HAUL CENTER OF
             MANASSAS PARK             MANASSAS PARK    VA           20111
      828059 U-HAUL CTR ORACLE         TUCSON           AZ           85705
      828068 U-HAUL W INA RD           TUCSON           AZ           85741
      836033 WESTCREEK VILLAGE U-HAUL  FORT WORTH       TX           76133
             CTR
</TABLE>

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