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200403669 (i) Cash — Carey Sale Proceeds. In the event that the Carey Transaction is consummated by the Reorganized Debtors after the Effective Date but before a final decree is entered in the Debtors' Chapter 11 Cases, the holders of Citibank Secured Claim shall receive an amount of Cash from the Carey Sale Proceeds equivalent to the full amount of the Allowed Citibank Secured Claim then outstanding, excluding therefrom, if applicable, any fine, penalty, interest or cost arising from or related to a default under the Citibank Master Lease and the Citibank Guaranty, provided that: (A) the Carey Sale Agreement shall have been approved by a Final Order of the Bankruptcy Court on or before a final decree is entered in the Debtors' Chapter 11 Cases; and (B) the Carey Sale Transaction closes in accordance with the Carey Sale Agreement, including the payment of the Carey Sale Proceeds, on or before the entry of a final decree in the Debtors' Chapter 11 Cases. (ii) Restated Citibank Master Lease. Unless and until the Carey Sale Transaction closes before the entry of a final decree in the Debtors' Chapter 11 Cases, Reorganized AREC shall, on the Effective Date of the Plan, execute and deliver the Restated Citibank Master Lease to the holders of Citibank Secured Claim, the terms of which shall include the following: (i) the Debtors shall pay $12.5 million in cash on the Effective Date; (ii) on the earlier to occur of (y) a default under the New Citibank Loan (as restructured pursuant to the Plan), or (z) on or about October 1, 2004, the Agent will be entitled to a draw under the existing irrevocable letter of credit in the amount of $2.24 million (the "L /C ") issued by Bank One, N.A. ( "Bank One "), provided, with respect to the L/C, that in the event that the Agent is unable under the terms of the L/C to submit a draw request on or about October 1, 2004 or a timely submitted draw request is not honored by Bank One, then Reorganized AREC shall pay to the Agent $2.24 million in Cash on October 15, 2004; (iii) on October 15, 2005, Reorganized AREC shall pay to the Agent an additional $2.24 million in Cash; (iv) the Restated Citibank Master Lease shall bear interest at Libor, plus 375 basis points with a 2% Libor floor; (v) the Restated Citibank Master Lease shall mature 3 years following the Effective Date, provided that Reorganized AREC shall have 4 one -year options to extend the maturity date and the cost of the initial option to extend shall be 50 basis points and will escalate by 50 basis points each year for each successive option; (vi) principal shall amortize over 25 years (non - straight line amortization); (vii) a transaction' fee of 50 basis points on the outstanding principal amount (reduced by the cash paymnts described above), shall be payable in Cash on the Effective Date, and, if the outstanding obligations under the Restated Citibank Master Lease are not satisfied in full before July 31, 2004, Reorganized AMERCO shall pay an additional 50 basis points on the then outstanding principal balance as an additional transaction fee; and (viii) on the Effective Date, Reorganized AMERCO shall execute and deliver the New AMERCO Guaranty. In any event, implementation of the Restated Citibank Master Lease shall be subject to documentation acceptable to Citicorp USA, Inc. as agent thereunder and the financial institutions proposed to be party thereto, and shall include those terns and conditions as agreed among Citicorp USA, Inc. as agent and the Debtors prior to the date of the Confirmation Hearing. (b) Class 3(b): Citibank Guaranty Claim (Impaired). The holders of the Citibank Guaranty Claims shall receive in full satisfaction, settlement, release and discharge of the Citibank Guaranty Claim, to 270895.5 24