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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER
CEDAR BRAKES I, L.L.C.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0613738
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 420-2600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Member interests, par value $100 per share. Shares outstanding on June 22,
2001: 10
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CEDAR BRAKES I, L.L.C.
STATEMENT OF INCOME
(IN THOUSANDS)
(UNAUDITED)
QUARTER ENDED
MARCH 31, 2001
--------------
Operating revenues
Electricity sales......................................... $14,759
-------
Operating expenses
Electricity purchases..................................... 6,120
Change in mark-to-market valuation of power agreements.... 9,459
Administrative fees to affiliate.......................... 25
Other..................................................... 6
-------
15,610
-------
Operating loss.............................................. (851)
-------
Other (income) expense
Interest income........................................... (261)
Interest and debt expense................................. 6,746
-------
6,485
-------
Net loss before cumulative effect of accounting change...... (7,336)
Cumulative effect of accounting change...................... 89,368
-------
Net income.................................................. $82,032
=======
See accompanying notes.
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CEDAR BRAKES I, L.L.C.
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
ASSETS
Current assets
Cash and cash equivalents................................. $ 7,482 $ 8,692
Accounts receivable -- Public Service Electric............ 5,542 5,272
Power purchase agreement.................................. 19,596 --
Power services agreement.................................. 7,183 --
-------- --------
Total current assets.............................. 39,803 13,964
Power purchase agreement.................................... 332,558 283,893
Power services agreement.................................... 4,465 --
Restricted cash............................................. 13,201 13,201
Deferred financing costs, net............................... 4,950 5,060
-------- --------
Total assets...................................... $394,977 $316,118
======== ========
LIABILITIES AND MEMBER'S CAPITAL
Current liabilities
Accounts payable
Trade.................................................. $ 42 $ 12
Affiliate.............................................. 2,354 1,743
Accrued interest payable.................................. 3,080 6,894
Current maturities of long-term debt...................... 5,858 --
-------- --------
Total current liabilities......................... 11,334 8,649
Long-term debt, net of current maturities................... 304,742 310,600
Commitments
Member's capital............................................ 78,901 (3,131)
-------- --------
Total liabilities and member's capital............ $394,977 $316,118
======== ========
See accompanying notes.
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CEDAR BRAKES I, L.L.C.
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
QUARTER ENDED
MARCH 31, 2001
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Operating activities
Net income................................................ $82,032
Adjustments to reconcile net income to net cash from
operating activities
Cumulative effect of accounting change................. (89,368)
Change in mark-to-market valuation of power
agreements............................................ 9,459
Amortization of deferred financing costs............... 110
Working capital changes
Accounts receivable -- Public Service Electric....... (270)
Accounts payable -- trade and affiliate.............. 641
Accrued interest payable............................. (3,814)
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Net cash used in operating activities............. (1,210)
-------
Decrease in cash and cash equivalents....................... (1,210)
Cash and cash equivalents, beginning of period.............. 8,692
-------
Cash and cash equivalents, end of period.................... $ 7,482
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Supplemental disclosure of cash flow information:
Interest paid............................................. $10,414
=======
See accompanying notes.
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CEDAR BRAKES I, L.L.C.
NOTES TO THE FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
On May 2, 2001, we filed a registration statement on Form S-4 (Registration
No. 333-50828) to exchange all of our senior secured bonds for registered series
B senior secured bonds. This registration statement became effective May 8,
2001. We are required under the rules of the Securities and Exchange Commission
(SEC) to file this Form 10-Q within 45 days after the effective date of the
registration statement.
We are a single member Delaware limited liability company organized in
March 2000, pursuant to the terms of a limited liability company agreement. We
are owned indirectly by Chaparral Investors, L.L.C. Chaparral is owned by
Limestone Electron Trust and El Paso Corporation. We began operations on
September 27, 2000, when we acquired a long-term power purchase agreement to
sell electric capacity and electric energy to Public Service Electric & Gas
Company.
Our 2000 audited financial statements as presented in our registration
statement on Form S-4 include a summary of our significant accounting policies
and other disclosures. You should read our audited financial statements in
conjunction with this Quarterly Report on Form 10-Q. The financial statements at
March 31, 2001, and for the quarter ended March 31, 2001, are unaudited. The
balance sheet at December 31, 2000, is derived from the audited financial
statements. These financial statements have been prepared pursuant to the rules
and regulations of the SEC and do not include all disclosures required by
accounting principles generally accepted in the United States. In our opinion,
we have made all adjustments, all of which are of a normal, recurring nature, to
fairly present our interim period results. Information for interim periods may
not necessarily indicate the results of operations for the entire year due to
the seasonal nature of our businesses.
Intangible Assets and Derivative Instruments
Prior to January 1, 2001, our intangible assets represented the value of
the power purchase agreement with Public Service Electric that we acquired and
were amortizing ratably as we recognized revenue under the agreement. With the
adoption of Statement of Financial Accounting Standards (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities, on January 1,
2001, this power purchase agreement was adjusted to its fair value since it met
the definition of a derivative. The difference between the fair value and
unamortized cost was recorded in earnings. Amortization of the intangible assets
ceased January 1, 2001.
With the adoption of SFAS No. 133, we now record all derivative instruments
on the balance sheet at their fair value. Our derivative instruments consist of
our power purchase agreement and power services agreement. These agreements are
recorded at their fair value with changes in fair value reported in current
period earnings. We estimate the fair value of these agreements based upon the
expected cash receipts and payments derived from these agreements compared to
our estimate of future power prices in the respective market. Estimates of the
future prices of power are based upon the forward pricing curve of the
appropriate interconnect, and this curve is derived from actual prices observed
in the market, price quotes from brokers and extrapolation models.
2. LIMITED LIABILITY COMPANY
Under Delaware law, no member of a limited liability company is obligated
personally for any debt, obligation, or liability of a limited liability company
simply because they are a member of that limited liability company. Such debts,
liabilities and obligations are solely ours.
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3. ACCOUNTING FOR DERIVATIVE ACTIVITIES
On January 1, 2001, we adopted the provisions of SFAS No. 133. For the
quarter ended March 31, 2001, we recorded a cumulative effect of accounting
change of approximately $89.4 million. As of March 31, 2001, the fair value of
the power agreements reflected on the balance sheet was as follows:
(IN THOUSANDS)
Power purchase agreement.................................... $352,154
Power services agreement.................................... 11,648
--------
Total............................................. $363,802
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4. COMMITMENTS
Power Purchase Agreement
We have a power purchase agreement with Public Service Electric that
extends through August 2013. Under this agreement, we are required to arrange
for energy capacity to be made available to Public Service Electric.
Additionally, we will sell and deliver energy at fixed rates to Public Service
Electric at specified delivery points, the annual deliveries of which cannot
exceed thresholds varying from 570,519 megawatt hours to 855,779 megawatt hours
per year.
If we fail to provide all or part of the required energy capacity for
reasons other than a force majeure event or system emergency, Public Service
Electric must use reasonable efforts to purchase replacement capacity in the
amount of the shortfall. We must reimburse Public Service Electric for all costs
associated with the replacement capacity. If Public Service Electric is unable
to replace this capacity shortfall, Public Service Electric's payment to us will
be reduced by a credit as specified in the power purchase agreement. Generally,
the credit would equal the excess of the average market marginal hourly price,
if any, over the price as stated in our power purchase agreement for those hours
in which the shortfall occurred.
If we fail to deliver all or part of the scheduled energy or fail to
schedule sufficient deliveries to meet the minimum energy deliveries for reasons
other than a force majeure event or a system emergency, Public Service
Electric's payment to us will be reduced by a credit as specified in the power
purchase agreement. Generally the credit would equal the excess price paid, if
any, for energy by Public Service Electric over the price as stated in our power
purchase agreement.
Power Services Agreement
We have a power services agreement to purchase power from El Paso Merchant
Energy, L.P., an affiliate of El Paso, at various fixed prices each year through
August 2013. We are required to purchase 123 megawatts of energy capacity from
El Paso Merchant Energy throughout the term of the contract. We are not required
to purchase a specific quantity of energy from El Paso Merchant Energy, but we
have the option to purchase energy, the annual deliveries of which cannot exceed
corresponding thresholds as described in the power purchase agreement. All
energy purchased under this agreement will be supplied to Public Service
Electric, and only the amount requested by Public Service Electric will be
purchased.
If El Paso Merchant Energy fails to deliver all or part of the scheduled
energy to us, for any reason other than a force majeure event or a system
emergency, our payment to El Paso Merchant Energy will be reduced by a credit
calculated in the same manner as the credit to Public Service Electric described
in the power purchase agreement. If El Paso Merchant Energy fails in any month
to provide all or part of the capacity, for any reason other than a force
majeure event or a system emergency, our payment to El Paso Merchant Energy will
be reduced by a credit calculated in the same manner as the credit to Public
Service Electric should we fail to provide capacity under the power purchase
agreement.
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5. RELATED PARTY TRANSACTIONS
Administrative Services Agreement
We have an administrative services agreement with El Paso Merchant Energy
to provide project management, finance and accounting services to us for a fee
of $100,000 per year through 2013. In addition to the base fee, we are obligated
to reimburse El Paso Merchant Energy for direct expenses other than project
management, finance and accounting services that may be incurred on our behalf.
Fees and expenses under this agreement are due and payable only to the extent
that we have sufficient cash after paying obligations under our bond indenture.
On February 15, 2001, we paid El Paso Merchant Energy approximately $34,000
under the terms of this agreement.
Affiliated Accounts Payable
Affiliated accounts payable primarily represents the liability for energy
purchased by us from El Paso Merchant Energy as well as administrative services
fees due to El Paso Merchant Energy.
See Note 4 for additional discussion on commitments with related parties.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
As of March 31, 2001 and December 31, 2000, the carrying amounts of our
financial instruments including cash, cash equivalents, and trade receivables
and payables are representative of fair value because of their short-term
maturity. The fair value of our long-term debt was $331.7 million as of March
31, 2001, and $310.6 million as of December 31, 2000. The fair value of our
long-term debt has been estimated based on quoted market prices for the same or
similar issues.
With the adoption of the provisions of SFAS No. 133 on January 1, 2001, our
power purchase agreement and power services agreement now meet the definition of
a derivative under the provisions of SFAS No. 133. They were marked-to-market
when we adopted the standard. The fair value of the power agreements at March
31, 2001, was estimated based on the forward pricing curve of the appropriate
interconnect.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in Item 2 updates, and you should read it in
conjunction with, information disclosed in our registration statement on Form
S-4 (Registration No. 333-50828) dated May 2, 2001, in addition to the financial
statements and notes presented in Item 1 of this Quarterly Report on Form 10-Q.
GENERAL
Our company has no employees, and we rely upon El Paso Merchant Energy to
perform our responsibilities under our material agreements. Our material assets
are comprised of the power purchase agreement, receivables that are generated
by, or accrue under, the power purchase agreement, the proceeds of such
receivables, our interest in amounts held in accounts described in this report
and our material agreements. We have no material obligations other than those
under our bonds, our bond indenture and our material agreements.
RESULTS OF OPERATIONS
We were formed in March 2000, but did not begin operations until September
27, 2000, when we acquired the power purchase agreement from Newark Bay
Cogeneration Partnership L.P. As a result, our discussion of financial condition
and results of operations only encompasses those periods required in this report
in which we had operations.
During the quarterly period ended March 31, 2001, we generated revenues of
$14.8 million from sales of electricity and capacity to Public Service Electric.
Operating expenses totaled $15.6 million, primarily from $6.1 million in
payments to El Paso Merchant Energy for purchases of power and from the $9.5
million non-cash change in the fair value of our power purchase and power
services agreements, both of which are reflected in our March 31, 2001 financial
statements at their fair value. Our operating expenses also include fees to El
Paso Merchant Energy under our administrative services agreement with them. The
annual fees to El Paso Merchant Energy under the administrative services
agreement are established in our agreements and are a total of $0.1 million
annually. These fees to El Paso Merchant Energy accrue annually, but are only
payable to the extent that there are amounts on deposit in the collections
account after payment of all current and past due amounts having a payment
priority ranking above these fees. Interest and debt expense for the period was
$6.7 million. Our net loss during this period before cumulative effect of
accounting change was $7.3 million. We recognized income of $89.4 million as a
non-cash cumulative effect of accounting change upon the adoption of Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, on January 1, 2001. Our net income during
the period was $82.0 million.
ACCOUNTING FOR DERIVATIVES
With the adoption of the provisions of SFAS No. 133 on January 1, 2001, we
now record all derivative instruments on the balance sheet at their fair value.
Our power purchase agreement and power services agreement met the definition of
a derivative under the provisions of SFAS No. 133 and, accordingly, were
marked-to-market when we adopted the standard, resulting in a non-cash increase
to our assets and a credit to income of $89.4 million. As a result of our
adoption of SFAS No. 133, future changes in the market value of these contracts
will be recognized in earnings. The initial impact of adoption was based upon
the expected cash receipts and payments derived from the power purchase
agreement and the power services agreement compared to our estimate of future
power prices in the respective markets. Estimates of the future prices of power
are based on the forward pricing curve of the appropriate interconnect, and this
curve is derived from actual prices observed in the market, price quotes from
brokers and extrapolation models. The effect of adopting SFAS No. 133 has been
classified as a cumulative effect of a change in accounting principle in our
2001 financial statements.
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LIQUIDITY AND CAPITAL RESOURCES
We have no capital requirements, either in the short or long term. We
believe that cash flows from operations will be sufficient to satisfy our cash
and liquidity requirements, including the payments of interest and principal on
the bonds and the payment of our operating expenses.
The annual energy deliveries may be scheduled and delivered at any time
during the calendar year (subject to meeting the minimum energy deliveries
requirement, prior notification provisions and maximum delivery rate limits).
Although our revenues and net cash flows, determined on an annual basis, should
remain relatively stable, our monthly revenues and net cash flows will vary
significantly, particularly during peak summer months (June through September)
due to the cyclical nature of our operations. We receive our last monthly
payment from Public Service Electric for each year on January 31 of the
following calendar year. Interest payments on the bonds are made semi-annually,
each February 15 and August 15 of each year, and principal payments are made
annually on February 15 of each year.
In order to offset any timing differences between our cash flows from the
energy deliveries and our interest and principal payments on the bonds, we
funded a liquidity account in an amount equal to the amount of our next interest
payment. The purpose of the liquidity account is to provide the trustee
additional cash, if needed, to fund interest payments.
During the period from the inception of operations in September 2000 to the
end of March 2001, we generated funds of approximately $18.5 million available
for debt service from the sale of power. Interest for this period was
approximately $13.5 million, providing an interest coverage ratio of 1.37.
Including the proportionate principal payment for the same period of
approximately $2.1 million, the debt service coverage ratio was 1.19.
MANAGEMENT
Pursuant to our limited liability company agreement, all management powers
of our company are managed by a management committee comprised of five managers,
consisting of three managers appointed by Mesquite Investors, L.L.C., a
subsidiary of Chaparral Investors, L.L.C., our parent company, and two
independent managers. Our day-to-day operations are managed by officers and
employees of El Paso Merchant Energy under the administrative services
agreement.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This report contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any forward-looking statement includes a statement of the
assumptions or bases underlying the forward-looking statement, we caution that,
while we believe these assumptions or bases to be reasonable and to be made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, we or our management express an expectation or belief as to future
results, that expectation or belief is expressed in good faith and is believed
to have a reasonable basis. We cannot assure you, however, that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions will
generally identify forward-looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risk is exposure to changing interest rates. The table
below shows cash flows and weighted average interest rates of our interest
bearing securities, by expected maturity date. The fair value of fixed rate
long-term debt was estimated based on quoted market prices for the same or
similar issues.
EXPECTED FISCAL YEAR OF MATURITY OF CARRYING VALUE AS OF MARCH 31,
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2001 2002 2003 2004 2005 THEREAFTER TOTAL FAIR VALUE
---- ------ ------ ------- ------- ---------- -------- ----------
(DOLLARS IN THOUSANDS)
LIABILITIES:
Long-term debt, including current
portion -- fixed rate.................... $-- $5,858 $7,872 $11,026 $15,254 $270,590 $310,600 $331,739
Average interest rate................ 8.5% 8.5% 8.5% 8.5% 8.5%
We are also exposed to market risks from changes in power prices as a
result of our power purchase and power services agreements. However, given the
fixed price terms of these agreements and the market pricing for the appropriate
interconnects, our total exposure under these agreements to changes in power
prices is insignificant. The fair value of these agreements at March 31, 2001,
was $363.8 million.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Each exhibit identified below is filed as part of this report and is
incorporated herein by reference to a prior filing as indicated.
EXHIBIT
NO. DESCRIPTION
------- -----------
3.A -- Certificate of Formation of Cedar Brakes I, L.L.C. dated
as of March 3, 2000 (Exhibit 3.1 to Cedar Brakes' Form
S-4 filed November 28, 2000).
3.B -- Amended and Restated Limited Liability Company Agreement
of Cedar Brakes dated September 11, 2000 (Exhibit 3.2 to
Cedar Brakes Form S-4 filed November 28, 2000), as
amended by Amendment No. 1, dated October 19, 2000
(Exhibit 3.3 to Cedar Brakes' Form S-4 filed November 28,
2000) and Amendment No. 2, dated January 19, 2001
(Exhibit 3.4 to Cedar Brakes' Form S-4/A filed February
2, 2001).
4.A -- Indenture dated as of September 26, 2000 between Cedar
Brakes and Bankers Trust Company (Exhibit 4.1 to Cedar
Brakes' Form S-4 filed November 28, 2000). First
Supplemental Indenture dated as of November 20, 2000
between Cedar Brakes and Bankers Trust (Exhibit 4.2 to
Cedar Brakes' Form S-4 filed November 28, 2000) and the
Second Supplemental Indenture dated as of January 19,
2001 between Cedar Brakes and Bankers Trust (Exhibit
4.2(a) to Cedar Brakes' Form S-4/A filed February 2,
2001).
4.B -- Registration Rights Agreement dated as of September 20,
2000 between Cedar Brakes and Credit Suisse First Boston
(Exhibit 4.9 to Cedar Brakes' Form S-4 filed November 28,
2000).
10.A -- Amended and Restated Power Purchase Agreement dated as of
March 21, 2000 between Cedar Brakes and Public Service
Electric & Gas Company (Exhibit 10.1 to Cedar Brakes'
Form S-4 filed November 28, 2000).
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EXHIBIT
NO. DESCRIPTION
------- -----------
10.B -- Power Services Agreement dated September 20, 2000 between
Cedar Brakes and El Paso Merchant Energy, L.P. (Exhibit
10.2 to Cedar Brakes' Form S-4 filed November 28, 2000).
10.C -- Administrative Services Agreement dated as of September
20, 2000 between Cedar Brakes and El Paso Merchant Energy
(Exhibit 10.3 to Cedar Brakes' Form S-4 filed November
28, 2000).
Undertaking
The undersigned hereby undertakes, pursuant to Regulation S-K, Item
601(b), paragraph (4)(iii), to furnish to the U.S. Securities and Exchange
Commission, upon request, all constituent instruments defining the rights
of holders of long-term debt of Cedar Brakes not filed herewith for the
reason that the total amount of securities authorized under any of such
instruments does not exceed 10 percent of the total consolidated assets of
Cedar Brakes.
b. Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CEDAR BRAKES I, L.L.C.
Date: June 22, 2001 /s/ JOHN L. HARRISON
-----------------------------------------
John L. Harrison
Vice President, Senior
Managing Director
(Principal Financial Officer)
Date: June 22, 2001 /s/ CECILIA T. HEILMANN
-----------------------------------------
Cecilia T. Heilmann
Vice President, Managing
Director and Controller
(Principal Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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3.A -- Certificate of Formation of Cedar Brakes I, L.L.C. dated
as of March 3, 2000 (Exhibit 3.1 to Cedar Brakes' Form
S-4 filed November 28, 2000).
3.B -- Amended and Restated Limited Liability Company Agreement
of Cedar Brakes dated September 11, 2000 (Exhibit 3.2 to
Cedar Brakes Form S-4 filed November 28, 2000), as
amended by Amendment No. 1, dated October 19, 2000
(Exhibit 3.3 to Cedar Brakes' Form S-4 filed November 28,
2000) and Amendment No. 2, dated January 19, 2001
(Exhibit 3.4 to Cedar Brakes' Form S-4/A filed February
2, 2001).
4.A -- Indenture dated as of September 26, 2000 between Cedar
Brakes and Bankers Trust Company (Exhibit 4.1 to Cedar
Brakes' Form S-4 filed November 28, 2000). First
Supplemental Indenture dated as of November 20, 2000
between Cedar Brakes and Bankers Trust (Exhibit 4.2 to
Cedar Brakes' Form S-4 filed November 28, 2000) and the
Second Supplemental Indenture dated as of January 19,
2001 between Cedar Brakes and Bankers Trust (Exhibit
4.2(a) to Cedar Brakes' Form S-4/A filed February 2,
2001).
4.B -- Registration Rights Agreement dated as of September 20,
2000 between Cedar Brakes and Credit Suisse First Boston
(Exhibit 4.9 to Cedar Brakes' Form S-4 filed November 28,
2000).
10.A -- Amended and Restated Power Purchase Agreement dated as of
March 21, 2000 between Cedar Brakes and Public Service
Electric & Gas Company (Exhibit 10.1 to Cedar Brakes'
Form S-4 filed November 28, 2000).
10.B -- Power Services Agreement dated September 20, 2000 between
Cedar Brakes and El Paso Merchant Energy, L.P. (Exhibit
10.2 to Cedar Brakes' Form S-4 filed November 28, 2000).
10.C -- Administrative Services Agreement dated as of September
20, 2000 between Cedar Brakes and El Paso Merchant Energy
(Exhibit 10.3 to Cedar Brakes' Form S-4 filed November
28, 2000).