exhibit1014.htm


    Promissory
      Note

     

    $20,014,294.00

    


                                                                                                                        September
      1,
      2007

    


        FOR
      VALUE
      RECEIVED, SAC Holding Corporation, a Nevada corporation ("Borrower"), hereby
      promises to pay to the order of U-Haul International, Inc., a Nevada corporation
      (together with any and all of its successors and assigns and/or any other holder
      of this Note, "Lender"), without offset, in immediately available funds in
      lawful money of the United States of America, at 2727 North Central Avenue,
      Phoenix, Arizona    85004, the principal sum of twenty
      million fourteen thousand two hundred ninety four and no/l00ths Dollars
      ($20,014,294.00) (or the unpaid balance of all principal advanced against this
      Note, if that amount is less), together with interest on the unpaid principal
      balance of this Note from day to day outstanding as hereinafter
      provided.

     

        Section
      1    Payment Schedule
      and Maturity Date.

     

         Commencing
      as
      of September 1, 2007 ("Interest Commencement Date"), through March 15, 2019
      (the
      "Maturity Date"), Borrower shall make monthly payments to Lender of
      interest only hereunder. Interest shall accrue hereunder, commencing only as
      of
      the Interest Commencement Date, at the Stated Rate (as hereinafter refined).
      There shall be no principal payment obligations hereunder, except at the
      Maturity Date. There shall be no interest payments due, and no interest shall
      accrue hereunder, until the Interest Commencement Date. All payments hereunder
      of interest shall be in arrears and shall be made on the first day of each
      month, and continuing on the 1st day of each succeeding month through and
      including the Maturity Date.  The entire principal balance of this
      Note then unpaid, together with all accrued and unpaid interest, and all other
      amounts payable hereunder, shall be due and payable in full on the Maturity
      Date.

     

        Section
      2    Interest Rate;
      Deferral of Portion of Interest.  (a)    The
      unpaid principal balance of thisNote from day to day outstanding, which is
      not
      past due, shall bear interest at a fixed rate of nine percent
      (9%)    (the "Stated Rate").  Interest shall be
      computed for the actual number of days which have elapsed, on the basisof a
      365-day year.

     

        (b)
      If any
      amount payable by Borrower hereunder is not paid when due (without regard to
      anyapplicable grace periods), such amount shall thereafter bear interest at
      a
      fixed rate of the then-applicable Stated Rate plus two percent (the
      "Past Due Rate") per annum, to the fullest extent permitted by applicable
      law.

     

        Section
      3    Prepayment.
      Borrower shall have the right to prepay the principal balance of this Note,
      in
      full at any time or in part from time to time, without fee, premium or penalty
      of any nature or kind whatsoever.

    


        Section
      4    Certain Provisions
      Regarding Payments. All payments made under this Note shall be applied, to
      the extent thereof to accrued but unpaid interest, to unpaid principal, and
      to
      any other sums due and unpaid to Lender under this Note in such manner and
      order
      as Lender may elect.  Remittances shall be made without offset,
      demand, counterclaim, deduction, or recoupment (each of which is hereby waived)
      and shall be accepted subject to the condition that any check or draft may
      be
      handled for collection in accordance with the practice of the
      collecting

     

    
 

    
      
        
        

      

      
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    bank
      or
      banks. Acceptance by Lender of any payment in an amount less than the amount
      then due on anyindebtedness shall be deemed an acceptance on account only,
      notwithstanding any notation on or accompanyingsuch partial payment to the
      contrary, and shall not in any way (a) waive or excuse the existence of an
      Event
      ofDefault, (b) waive, impair or extinguish any right or remedy available to
      Lender hereunder, or ( c) waive therequirement of punctual payment and
      performance or constitute a novation in any respect. Whenever any payment under
      this Note falls due on a day which is not a business day, such payment may
      be
      made on the nextsucceeding business day.

     

        Section
      5    Events of
      Default. The occurrence of anyone or more of the following shall constitute
      an"Event of Default" under this Note:

     

            (a)
      Borrower fails to
      pay when and as due and payable any amounts payable by Borrower toLender under
      the terms of this Note and such failure continues for one-hundred and eighty
      (180) calendar days after Borrower's receipt of written notice from Lender
      of
      its failure to pay such amounts and Lender determines in its sole discretion
      that there is no reasonable likelihood that Borrower will cure such failure
      within a reasonable period of time thereafter.

    
        (b)
      Any other
      covenant, agreement or condition in this Note is not fully and timely performed,
      observed or kept, and such failure to perform, observe or keep continues for
      thirty (30) days after Borrower's receipt of written notice from Lender of
      its
      failure to so perform.

            

            (c)
      The Borrower
      files a bankruptcy petition, a bankruptcy petition is filed against any of
      theforegoing parties, or the Borrower makes a general assignment for the benefit
      of creditors.

     

       
      (d) A receiver or similar official is appointed for a substantial portion of
      the
      Borrower's business, or the business is terminated, or, the Borrower is
      liquidated or dissolved.

     

        Section 6    Remedies.
      Upon
      the occurrence of an Event of Default, Lender may at any time thereafter
      exercise anyone or more of the following rights, powers and
      remedies:

     

        (a)
      Lender may accelerate the maturity date and declare the unpaid principal balance
      and accruedbut unpaid interest on this Note, and all other amounts payable
      hereunder, at once due and payable, andupon such declaration the same shall
      at
      once be due and payable.

     

       
      (b) Lender may set off the amount due against any and all accounts, credits,
      money, securities or other property now or hereafter on deposit with, held
      by or
      in the possession of Lender to the credit or for the account of Borrower,
      without notice to or the consent of Borrower.

     

       
      (c) Lender may exercise any of its other rights, powers and remedies at law
      or
      in equity.

     

        Section 7    Remedies
      Cumulative. All of the rights and remedies of Lender under this Note
      arecumulative of each other and of any and all other rights at law or in equity,
      and the exercise by Lender of any oneor more of such rights and remedies shall
      not preclude the simultaneous or later exercise by Lender of any or allsuch
      other rights and remedies. No single or partial exercise of any right or remedy
      shall exhaust it or preclude any other or further exercise thereof, and every
      right and remedy may be exercised at any time and from time to
      time.

    
 

    
      
        
        

      

      
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    No
      failure by Lender to exercise, nor delay in exercising, any right or remedy
      shall operate as a waiver of such right or remedy or as a waiver of any Event
      of
      Default.

     

        Section 8     Costs
      and
      Expenses of Enforcement. Borrower agrees to pay to Lender on demand all
      costs and expenses incurred by Lender in seeking to collect this Note, including
      court costs and reasonable out-of-pocket attorneys' fees and expenses, whether
      or not suit is filed hereon, or whether in connection with bankruptcy,insolvency
      or appeal.

     

        Section 9    Heirs.
      Successors and Assigns. The terms of this Note shall bind and inure to the
      benefit of the representatives, successors and assigns of the
      parties.

     

        Section 10    General
      Provisions. Time is of the essence with respect to Borrower's obligations
      under this Note. Borrower hereby (a) waives demand, presentment for payment,
      notice of dishonor and of nonpayment,protest, notice of protest, notice of
      intent to accelerate, notice of acceleration and all other notices (except
      anynotices which are specifically required by this Note) or filing of suit
      and
      diligence in collecting this Note, consentto any extensions or postponements
      of
      time of payment of this Note for any period or periods of time and to anypartial
      payments, before or after maturity, and to any other indulgences with respect
      hereto, without notice thereofto any of them; (b) submits (and waives all rights
      to object) to non-exclusive personal jurisdiction of any state orfederal court
      sitting in the state and county in which payment of this Note is to be made
      for
      the enforcement of any and all obligations under this Note; and ( c) waive
      the
      benefit of all homestead and similar exemptions as to this Note. A determination
      that any provision of this Note is unenforceable or invalid shall not affect
      the
      enforceability or validity of any other provision and the 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 other persons or circumstances. This Note may
      not
      be amended except in a writing specifically intended for such purpose and
      executed by the party against whom enforcement of the amendment is
      sought.  Captions and headings in this Note are for convenience only
      and shall be disregarded in construing it. This Note and its validity,
      enforcement and interpretation shall be governed by the laws of the state in
      which payment of this Note is to be made (without regard to any principles
      of
      conflicts of laws) and applicable United States federal law. Whenever a time
      of
      day is referred to herein, unless otherwise specified such time shall be the
      local time of the place where payment of this Note is to be made. The term
      "Business Day" shall mean a day on which U.S. banks are open for the conduct
      of
      substantially all of their banking business in the city in which this Note
      is
      payable (excluding Saturdays and Sundays). The words "include" and "including"
      shall be interpreted as if followed by the words "without
      limitation."

     

        Section
      11    Notices. Any
      notice, request, or demand to or upon Borrower or Lender shall be deemed to
      have
      been properly given or made when delivered in writing to the intended recipient
      at the address specifiedbelow or, as to any party hereto, at such other address
      as shall be designated by such party in a notice to eachother party hereto.
      Except as otherwise provided in this Notice, all such communications shall
      be
      deemed to have been duly given when transmitted by telecopier or personally
      delivered or, in the case of a mailed notice, upon receipt. Notice addresses
      for
      Lender and Borrower are as follows:

     

        If
      to
      Lender:

     

        U-Haul
      International, Inc.

        2727
      N.
      Central Avenue

        Phoenix,
      AZ
      85004

        Attn:
      Jason
      Berg

     

    
      
        
        

      

      
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        If
      to
      Borrower:

     

        SAC
      Holding
      Corporation/SAC Financial Corporation

        c/o
      Five SAC
      Self-Storage Corporation

        715
      South
      Country Club Drive

        Mesa,
      AZ
      85210

        Attn:
      Bruce
      Brockhagen

    


        Section
      12    No
      Usury. It is expressly stipulated and agreed to be the intent of Borrower
      and Lender at all times to comply with applicable state law or applicable United
      States federal law (to the extent that it permits Lender to contract for,
      charge, take, reserve, or receive a greater amount of interest than under state
      law) and that this Section shall control every other covenant and agreement
      in
      this Note. If applicable state or federal lawshould at any time be judicially
      interpreted so as to render usurious any amount called for under this Note
      orcontracted for, charged, taken, reserved, or received with respect to the
      Loan, or if Lender's exercise of theoption to accelerate the maturity date,
      or
      if any prepayment by Borrower results in Borrower having paid anyinterest in
      excess of that permitted by applicable law, then it is Lender's express intent
      that all excess amountstheretofore collected by Lender shall be credited on
      the
      principal balance of this Note and the provisions of thisNote shall immediately
      be deemed reformed and the amounts thereafter collectible hereunder and
      thereunder reduced, without the necessity of the execution of any new documents,
      so as to comply with the applicable law, but so as to permit the recovery of
      the
      fullest amount otherwise called for hereunder or thereunder. All sums paid
      or
      agreed to be paid to Lender for the use or forbearance of the Loan shall, to
      the
      extent permitted by applicable law, be amortized, prorated, allocated, and
      spread throughout the full stated term of the Loan.

     

        IN
      WITNESS
      WHEREOF, Borrower has duly executed this Note as of the date first above
      written.

    


    Borrower:

     

    SAC
      Holding Corporation

    
 

    
      	
               

            	
              By:

            	
              _____________________________

              Name:
                Bruce G.Brockhagen

            


    

    Title:   Secretary

    


    


    
      
         

      

      
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