ELWOOD ENERGY LLC: Extension of Consent Solicitation, Increase in Consent Payment and Modification of Proposed Amendments to Bond Indenture

For best results when printing this announcement, please click on the link
below:

http://pdf.reuters.com/pdfnews/pdfnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20130201:nPnPH52669

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.

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

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