ERAC USA Finance LLC Commences Consent Solicitation

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Apr 12, 2012, 10:49 ET

ST. LOUIS, April 12, 2012 /PRNewswire/ -- ERAC USA Finance LLC (the "Issuer"), the wholly-owned U.S. finance subsidiary of Enterprise Holdings, Inc. ("Enterprise Holdings"), has commenced a consent solicitation (the "Solicitation") to enter into a seventeenth supplemental indenture (the "Seventeenth Supplemental Indenture"), which will supplement the indenture dated as of December 1, 1994, between the Issuer, Enterprise Holdings, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, with respect to $4.13 billion outstanding aggregate principal amount of its debt securities of the series listed in the table below (the "Securities").

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Description of Securities	CUSIP No.	Principal Amount Outstanding	Constituting Supplemental Indenture	Consent Fee (Per $1,000 Principal Amount)
5.90% Notes due November 15, 2015	26882PAT9 U29481AL9	$490,000,000	Eighth Supplemental Indenture	$2.50
6.20% Notes due November 1, 2016	26882PAX0 U29481AN5	$243,000,000	Ninth Supplemental Indenture	$3.50
6.375% Notes due October 15, 2017	26882PBB7 U29481AR6	$995,765,000	Twelfth Supplemental Indenture	$4.00
5.25% Notes due October 1, 2020	26884TAA0 U29490AA4	$650,000,000	Thirteenth Supplemental Indenture	$4.50
6.70% Notes due June 1, 2034	26882PAQ5 U29481AH8	$500,000,000	Sixth Supplemental Indenture	$5.00
7.00% Notes due October 15, 2037	26882PBE1 U29481AT2	$1,250,000,000	Twelfth Supplemental Indenture	$5.00

The purpose of the Solicitation is to make certain changes to the covenants and events of default applicable to all series of Securities and to conform certain covenants in the Sixth, Eighth and Ninth Supplemental Indentures to the corresponding covenants in the Twelfth and Thirteenth Supplemental Indentures, as well as to add to the Securities a provision for an interest rate adjustment in the event of a rating downgrade of a series of Securities and a provision for a par put upon the occurrence of a change of control of Enterprise Holdings.

The Issuer is soliciting consents from holders of record ("Holders") of the Securities as of 5:00 p.m., New York City time, on April 11, 2012, to enter into a Seventeenth Supplemental Indenture. The approval of the Seventeenth Supplemental Indenture requires the consent of Holders of not less than a majority of the outstanding principal amount of each series of Securities affected by the Seventeenth Supplemental Indenture.

In consideration for the consents from the Holders of the Securities to the Seventeenth Supplemental Indenture, upon the terms and subject to the conditions of the Solicitation, the Issuer will pay to each Holder the applicable consent fee specified in the table above for each $1,000 in principal amount of Securities as to which the Issuer has received a valid (and unrevoked) consent prior to the expiration of the Solicitation from such Holder. The consent payment will be payable only for those consents that relate to the Seventeenth Supplemental Indenture as to which the applicable requisite consents for such series of Securities are delivered. Assuming receipt of the requisite consents to approve the Seventeenth Supplemental Indenture, the consent payments will be made on the business day following the expiration of the Solicitation.

The Solicitation will expire at 5:00 p.m., New York City time, on April 23, 2012, unless extended by the Issuer. The Issuer will make an appropriate announcement to Holders of any extension of the expiration date at or prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Holders may deliver their consents at any time on or prior to the expiration date. Holders may revoke their consents until the earlier of the expiration date and the date that the Seventeenth Supplemental Indenture is executed and becomes effective. Any holder who validly revokes a consent will not be eligible to receive a consent payment, unless such consent is redelivered and accepted by the Issuer prior to the expiration date.

The Solicitation is subject to certain terms and conditions, as set forth more fully in the consent solicitation statement dated April 12, 2012 (the "Statement") and related documents. The Statement and related documents contain important information, and holders should read them carefully before making any decision with respect to the Solicitation. ERAC Canada Finance Limited ("ERAC Canada"), an affiliate of the Issuer, is separately soliciting consents in Canada as part of a concurrent and substantially similar consent solicitation relating to two series of debt securities issued by ERAC Canada and guaranteed by Enterprise Holdings, Inc. The Canadian solicitation is being made pursuant to separate documentation.

The Issuer has retained J.P. Morgan Securities LLC and RBS Securities Inc. to serve as the solicitation agents for the Solicitation, and D.F. King & Co., Inc. to serve as the information and tabulation agent. Copies of the Statement and related documents may be obtained at no charge by contacting the information and tabulation agent by telephone at (212) 269-5550 (banks and brokers call) or (800) 829-6551 (toll-free), or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. Questions regarding the Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) and to RBS Securities Inc. at (877) 297-9832 (toll-free) (203) 897-4825 (collect).

This announcement is not a solicitation of consents with respect to the Securities. The Solicitation is being made solely pursuant to the Statement and the related consent form. The Solicitation is not being made to holders of Securities in any jurisdiction in which the Solicitation would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require solicitations to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Issuer by one of the solicitation agents, or one or more registered broker-dealers under the laws of such jurisdiction.

SOURCE ERAC USA Finance LLC