E.ON U.S. Capital Corp. Receives Required Consents in Connection with Tender Offer and Consent Solicitation
06.16.2006


LOUISVILLE, Ky. – Pursuant to its previously announced tender offer and consent solicitation, E.ON U.S. Capital Corp., a subsidiary of E.ON AG, announced today that it received consents from the holders of approximately $273.6 million in aggregate, or 91.2 percent in aggregate, of its outstanding 6.46 percent medium term notes due 2008 and 7.471 percent medium term notes due 2011 (collectively, the "notes") by the expiration of the consent solicitation at 5:00 p.m. New York City time on June 15, 2006, (the "consent date"). The number of consents received exceeded the number needed to approve the adoption of the proposed amendments to the indenture under which the notes were issued and the related support agreement. The terms of the tender offer and consent solicitation for the notes are detailed in E.ON U.S. Capital Corp.'s offer to purchase and consent solicitation statement dated June 2, 2006 (the "offer to purchase").

Based on the consents received, E.ON U.S. Capital Corp. and the trustee under the indenture are expected to enter into a supplemental indenture that will, once operative, eliminate substantially all restrictive covenants contained in the indenture. In addition, E.ON U.S. Capital Corp. and E.ON U.S. LLC are expected to enter into an amendment to the support agreement between them that will, once operative, eliminate most of the restrictive covenants contained in the support agreement. The supplemental indenture and the amendment to the support agreement will not become operative unless and until notes are accepted for payment by E.ON U.S. Capital Corp. pursuant to the tender offer.

Holders who validly tendered their notes on or prior to the consent date will be eligible to receive the applicable total consideration offered in the tender offer and consent solicitation if the notes are accepted for payment as described in the offer to purchase.

Holders who validly tender their notes after the consent date, and on or prior to midnight, New York City time, June 29, 2006, will be eligible to receive the applicable total consideration less the applicable consent payment, namely the applicable tender offer consideration if the notes are accepted for payment as described in the offer to purchase. Notes tendered after the consent date may not be withdrawn.

E.ON U.S. Capital Corp.'s offer to purchase the notes is subject to the satisfaction or waiver of various conditions as described in the offer to purchase. The tender offer is scheduled to expire at midnight, New York City time, June 29, 2006, subject to E.ON U.S. Capital Corp.'s right to amend, extend or terminate the tender offer at any time.

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation and may be contacted at 212-834-4802 (collect calls accepted) or toll free at 866-834-4666. Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the tender offer and consent solicitation, at 212-430-3774 (collect calls accepted) or toll free at 866-470-4300.

This announcement is not an offer to purchase or the solicitation of an offer to sell the notes. The tender offer for the notes and consent solicitation are only being made pursuant to the offer to purchase and the letter of transmittal and consent.


E.ON U.S. Capital Corp. is a subsidiary of E.ON U.S. LLC. E.ON U.S. LLC, headquartered in Louisville, Ky., is a subsidiary of E.ON AG, the world's largest investor-owned energy services provider. E.ON U.S. is a diversified energy services company that owns and operates Louisville Gas and Electric Company, a regulated utility that serves 321,000 natural gas and 394,000 electric customers in Louisville and 16 surrounding counties, and Kentucky Utilities Company, a regulated electric utility in Lexington, Ky., that serves 525,000 customers in 77 Kentucky counties and five counties in Virginia.