ELWOOD ENERGY LLC: Solicitation of Consents Relating to the 8.159% Senior Secured Bonds due 2026 (CUSIP No. 290408AB9)

  ELWOOD ENERGY LLC: Solicitation of Consents Relating to the 8.159% Senior
                 Secured Bonds due 2026 (CUSIP No. 290408AB9)

PR Newswire

RICHMOND, Va., Jan. 18, 2013

RICHMOND, Va., Jan. 18, 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 commenced a solicitation of
consents related to its 8.159% Senior Secured Bonds due 2026 (CUSIP No.
290408AB9).Due to amortization, the unpaid principal amount outstandingof
the Bonds is $175,686,060 or $437.03 per Bond (reduced from the original
principal amount at issuance of $402,000,000 or $1,000 per Bond). Elwood
Energy LLC, as issuer of the Bonds, wishes to amend the October 23, 2001 Trust
Indenture (as supplemented and amended by the First Supplemental Indenture,
dated October 23, 2001 and Second Supplemental Indenture, dated as of March 1,
2002) to amend the definition of "Change of Control" and include more specific
provisions related to the process to be followed should a "Change of Control"
occur.

The Consent Solicitation seeks to modify the definition of a "Change of
Control" to reflect the current ownership structure of Elwood Energy LLC, as
well as to provide limited additional flexibility for the Company's owners
under the Indenture's "Change of Control" provision. In addition, the Company
is seeking to replace the current general provision involving the exercise of
the "Put Right" associated with a Change of Control with more specific terms,
including: imposing upon the Company a requirement to provide notice to
holders upon a Change of Control event; removing any ambiguity concerning the
period in which the Put Right can be exercised; and providing procedures
related to the actual notice of exercise and payment of the amounts due upon
exercise of the Put Right.

Holders of the Bonds are referred to the Consent Solicitation Statement, dated
January 18, 2013, and the related Letter of Consent for the detailed terms and
conditions of the Consent Solicitation. The record date for determining the
holders entitled to consent is January 17, 2013. The Consent Solicitation
will expire at 5:00 p.m., New York City time, on January 31, 2013 (the
"Expiration Time"), unless extended in Elwood Energy LLC's sole discretion.

Subject to certain conditions, Elwood Energy LLC offersa consent
paymentequal to $2.50 in cash for each $1,000 in unpaidprincipal amount of
the respective Bonds (or $1.092575 per Bond)to holders for which consents are
validly delivered and not properly revoked prior to the Expiration Time.

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 Letter of Consent
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 Letter of Consent. 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 Expiration Time.

SOURCE Dominion

Contact: Ryan Frazier, +1-804-819-2521, C.Ryan.Frazier@dom.com
 
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