Enterprise Holdings Announces Cash Debt Tender Offer

Enterprise Holdings, Inc. (“Enterprise”), announced today that its indirect, wholly owned subsidiary, ARG Funding Corp., a special purpose Delaware corporation (the “Company”), has commenced a tender offer to purchase for cash any and all of its rental car asset backed notes (the “Notes”) of the classes specified in the table below. The terms and conditions of the tender offer are set forth in the Company’s Offer to Purchase, dated September 18, 2009 (as it may be amended or supplemented, the "Offer to Purchase"), and the related Letter of Transmittal. The following table summarizes the material pricing terms for the tender offer:

CUSIP

Number

Description of Security

Aggregate

Principal Amount

Outstanding

Total

Consideration*

Early

Participation

Payment*

Tender Offer

Consideration*

00204ABG5

Series 2005-1 4.29% Rental Car Asset

Backed Notes, Class A-3

$350,000,000 $1,000.50 $30.00 $970.50
00204ABH3

Series 2005-1 Floating Rate Rental

Car Asset Backed Notes, Class A-4

$200,000,000 $1,000.00 $30.00 $970.00
00204ABP5

Series 2005-2 4.84% Rental Car Asset

Backed Notes, Class A-4

$167,000,000 $1,000.50 $30.00 $970.50
00204ABQ3

Series 2005-2 Floating Rate Rental

Car Asset Backed Notes, Class A-5

$400,000,000 $1,000.00 $30.00 $970.00

* per $1,000 principal amount

The tender offer will expire at Midnight, New York City time, on October 16, 2009, unless extended (such date and time as it may be extended, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on September 30, 2009, unless extended (such date and time as it may be extended, the "Early Participation Date"), in order to be eligible to receive the applicable total consideration specified in the table above. Holders of Notes who validly tender their Notes after the Early Participation Date but on or prior to the Expiration Date and whose Notes are accepted for purchase will receive the applicable tender offer consideration, which is equal to the total consideration less the early participation payment of $30.00 per $1,000 principal amount of Notes.

Tendered Notes may be withdrawn in accordance with the terms of the tender offer on or prior to 5:00 p.m., New York City time, on September 30, 2009, unless extended, but not thereafter, except in the limited circumstances described in the Offer to Purchase.

The tender offer is subject to the satisfaction or waiver of certain conditions, including minimum tender conditions with respect to each series of the Notes. Provided that the conditions to the Tender Offer have been satisfied or waived, payment of the total consideration or the tender offer consideration, as the case may be, for Notes purchased in the tender offer shall be made on the Initial Settlement Date or the Final Settlement Date. The “Initial Settlement Date” will be promptly after the Early Participation Date. The “Final Settlement Date” will be promptly after the Expiration Date, and is currently expected to be October 19, 2009. The Company may extend or forego the Initial Settlement Date, in which case the settlement of Notes tendered prior to the Early Participation Date and accepted for purchase may not occur until the Final Settlement Date. In addition to the applicable total consideration or tender offer consideration, as the case may be, accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date, will be paid in cash on all Notes accepted for purchase in the tender offer.

Upon expiration of the tender offer, the Company intends to retire all Notes that are accepted and purchased in the tender offer. Following the completion of the tender offer, assuming that the minimum tender conditions with respect to either series of Notes are satisfied, the Company intends to effect an optional repurchase of all Notes of that series that remain outstanding following the tender offer. Enterprise intends to fund the tender offer with cash on hand.

Barclays Capital Inc. and J.P. Morgan Securities Inc. are acting as the dealer managers for the tender offer. The information agent and depositary for the tender offer is Global Bondholders Services Corporation. The tender offer is made only by the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the tender offer should contact Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free) or J.P. Morgan Securities Inc. at (212) 834-5175. Holders or beneficial owners of Notes may request copies of the Offer to Purchase and Letter of Transmittal from Global Bondholders Services Corporation at (212) 430-3774 or (866) 470-4200 (toll-free).

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is only being made pursuant to the tender offer documents, including the Offer to Purchase and the related Letter of Transmittal that the Company is distributing to Noteholders. The tender offer is not being made to Noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers, or one or more registered brokers or dealers appropriately licensed under the laws of such jurisdiction, on behalf of the Company.

About Enterprise and ARG Funding Corp.

Enterprise Holdings, Inc., operator of the Alamo Rent A Car, Enterprise Rent-A-Car and National Car Rental brands, is the largest provider of rental vehicles in North America. Enterprise is a comprehensive service provider, with a network of more than 8,000 car rental locations in neighborhoods and at airports worldwide. Enterprise also operates a fleet management business in which it leases vehicles to national and local businesses. ARG Funding Corp. is a special purpose corporation and an indirect wholly owned subsidiary of Enterprise.

Forward-Looking Statements

This press release contains forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. In addition, other written or oral communications provided by Enterprise or the Company from time to time may contain “forward-looking statements.” Forward-looking statements are not historical facts but instead are based on certain assumptions by management and represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements are often identified by words or phrases such as “is anticipated,” “are expected to,” “are estimated to be,” “intend to,” “believe,” “will likely result,” “projected,” “may,” “we envision,” “designed to,” “target,” “goal,” “objective,” or other similar words or phrases. These forward-looking statements are subject to certain risks and uncertainties, including those described in this press release, that could cause actual results to differ materially from those projected. Additional risks that may affect the Company’s and Enterprise’s future performance are included elsewhere in the Offer to Purchase and the Letter of Transmittal. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Offer to Purchase. You should not place undue reliance on any forward-looking statement. Enterprise and the Company undertake no obligation to update any forward-looking information except as may be required by law.

Contacts:

Enterprise Holdings, Inc.
Tyler Cain, 314-512-2959

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