U HAUL INTERNATIONAL INC
EX-10.54.A
<DOCUMENT>
<TYPE>EX-10.54A
<SEQUENCE>29
<FILENAME>p67178exv10w54a.txt
<DESCRIPTION>EX-10.54.A
<TEXT>
<PAGE>
                                                              EXHIBIT 10.54A

                  AMENDMENT AND ADDENDUM TO PROMISSORY NOTE

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation ("Maker"), hereby amends that certain Promissory Note (the "Note")
dated as of May 7, 1999 in the original principal amount of $30,000,000 payable
to the order of U-Haul International, Inc. ("Payee"), as follows. Capitalized
words used herein and not otherwise defined herein have the meaning ascribed to
such words in the Note.

      Section 2(a) of the Note is hereby amended to provide that effective as of
April 1, 2002, Basic Interest (which, for clarity, includes Pay Rate Interest
and Deferred Interest) is payable on a monthly basis, in arrears, on the first
business day of each month throughout the term of the Note.

      In addition, Section 2(e) of the Note is hereby amended to provide that
effective as of April 1, 2002, Cash Flow Contingent Interest is payable on a
monthly basis, in arrears, on the first business day of the month throughout the
term of the Note.

      The Note remains in full force and effect and is not amended in any
respect, except as expressly provided herein.

      IN WITNESS WHEREOF, the undersigned executes this Amendment and Addendum
to Promissory Note as of April 16, 2002.

                                    SAC Holding Corporation

                                    By: ____________________________
                                          Bruce Brockhagen, Secretary


      Payee hereby agrees and consents to the above-described amendment to the
Note this 16th day of April, 2002.

                                    U-Haul International, Inc.


                                    By: ____________________________
                                          Gary B. Horton, Assistant
                                          Treasurer


</TEXT>
</DOCUMENT>
