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ELWOOD ENERGY LLC: Extension Of Consent Solicitation, Increase In Consent Payment And Modification Of Proposed Amendments To Bond Indenture





RICHMOND, Va., Feb. 1, 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 extended until 5:00 p.m., New York City time, on February 7, 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. Elwood Energy LLC further announced 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 $2.50 in cash for each $1,000 in unpaid principal amount of the respective Bonds (or $1.092575 per Bond) to $10.00 for each $1,000 in unpaid principal amount of the respective Bonds (or $4.3703 per Bond).

Elwood Energy LLC also announced that it has 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 now 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.

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