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Elwood Energy LLC: Extension of Consent Solicitation and Increase in Consent Payment

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RICHMOND, Va., Feb. 6, 2013 /PRNewswire/ -- Elwood Energy LLC, a jointly and equally owned partnership of Dominion Resources, Inc. and J-POWER USA Generation, L.P., announced today that it has further extended until 5:00 p.m., New York City time, on Tuesday, February 12, 2013 (the "New Expiration Time"), unless extended or earlier terminated in Elwood Energy LLC's sole discretion, its solicitation of consents (the "Consent Solicitation") from holders of its 8.159% Senior Secured Bonds due 2026 (CUSIP No. 290408AB9) to amend the Indenture for the Bonds. The Consent Solicitation had previously been scheduled to expire on February 7, 2013. Elwood Energy LLC further announced today that it has increased the consent payment for consenting holders who validly deliver and do not revoke their consents prior to the New Expiration Time from $10.00 in cash for each $1,000 in unpaid principal amount of the respective Bonds (or $4.3703 per Bond) to $15.00 for each $1,000 in unpaid principal amount of the respective Bonds (or $6.555 per Bond).

Elwood Energy LLC previously announced that it had modified the Consent Solicitation to seek consents to only one of the proposed amendments to the Indenture described in the Consent Solicitation Statement dated January 18, 2013. The Consent Solicitation originally sought consents to (1) modify the definition of a "Change of Control" under the Indenture to reflect the current ownership structure of Elwood Energy LLC, as well as to provide limited additional flexibility for the Company's owners (the "Change of Control Amendment") and (2) replace the current general provision in the Indenture involving the exercise of the "Put Right" associated with a Change of Control with more specific terms (the "Put Right Amendment"). The Company  is no longer seeking consent to the Put Right Amendment. References to "Proposed Amendments" in the Consent Solicitation Statement and the related Consent Letter for the Consent Solicitation will now be deemed to refer only to the Change of Control Amendment. Holders of Bonds that validly deliver, and do not revoke, a consent before the New Expiration Time will be consenting only to the Change of Control Amendment.

Holders of the Bonds are referred to the Consent Solicitation Statement, dated January 18, 2013, and the related Consent Letter for the detailed terms and conditions of the Consent Solicitation, all of which remain unchanged except as set forth in this release. A more detailed description of the Change of Control Amendment, including the effect of the Change of Control Amendment, can be found in the Consent Solicitation Statement, including under "The Proposed Amendments" beginning on page 4. Discussion of the Change of Control Amendment in the Consent Solicitation Statement is sometimes referred to as the "first Proposed Amendment," including on the cover page and pages 1, 4, 6, 7 and 8.

Holders of Bonds who have previously delivered consents do not need to redeliver such consents or take any other action in response to this announcement in order to consent only to the Change of Control Amendment or receive the increased consent payment upon the successful conclusion of the Consent Solicitation.

Elwood Energy LLC has engaged Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC to act as solicitation agents for the Consent Solicitation. D.F. King & Co., Inc. has been engaged to act as the Information and Tabulation Agent for the Consent Solicitation.  Questions or requests for assistance or additional copies of the Consent Solicitation Statement, the Consent Letter and related documents may be directed to D.F. King & Co., Inc. at +1 (800) 829-6551 (toll-free) or +1 (212) 269-5550 (for Banks and Brokers).  A holder of Bonds may also contact the Solicitation Agents at +1 (212) 723-6106 (collect), in the case of Citigroup Global Markets Inc., and +1 (212) 761-1057 (collect), in the case of Morgan Stanley & Co. LLC,  or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

This press release is for informational purposes only and is not a solicitation of consents.  The Consent Solicitation is only being made pursuant to the Consent Solicitation Statement dated January 18, 2013 and the related Consent Letter, as modified hereby.  The Consent Solicitation is subject to certain conditions and presents certain risks for the holders, as set forth more fully in the Consent Solicitation Statement.  Elwood Energy LLC retains the rights to waive or modify any term of, or to terminate, the Consent Solicitation for any reason prior to the New Expiration Time.


SOURCE Dominion


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