EXHIBIT 99.1
[FORM OF LETTER OF TRANSMITTAL]
CEDAR BRAKES II, L.L.C.
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
9.875% SERIES A SENIOR SECURED BONDS DUE 2013
IN EXCHANGE FOR
9.875% SERIES B SENIOR SECURED BONDS DUE 2013
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON [ ], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS IN THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.
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Deliver to the Exchange Agent:
BANKERS TRUST COMPANY
By Mail:
BT Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, Tennessee 37229-2737
By Registered or Certified Mail
or Overnight Courier By Hand in New York:
BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Group C/O The Depository Trust Clearing Corporation
Reorganization Unit 55 Water Street, 1st Floor
648 Grassmere Park Road Jeanette Park Entrance
Nashville, Tennessee 37211 New York, New York 10041
(615) 835-3572
By Facsimile Transmission:
(for Eligible Institutions Only)
(615) 835-3701
Confirm by Telephone:
(615) 835-3572
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the
prospectus dated [ ], 2002 of Cedar Brakes II, L.L.C. ("Cedar Brakes"),
a Delaware limited liability company, and this Letter of Transmittal, which
together describe the offer of Cedar Brakes (the "exchange offer") to exchange
Cedar Brakes' 9.875% Series B Senior Secured Bonds due 2013 (the "Series B
bonds"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration statement of which the
prospectus is a part, for a like principal amount of Cedar Brakes' issued and
outstanding 9.875% Series A Senior Secured Bonds due 2013 (the "Series A
bonds"). Certain terms used but not defined herein have the respective meanings
given to them in the prospectus.
Cedar Brakes reserves the right, at any time or from time to time, to
extend the exchange offer at its discretion, in which event the term "expiration
date" shall mean the latest date to which the exchange offer is extended. Cedar
Brakes shall give notice of any extension by giving oral, confirmed in writing,
or written notice to the exchange agent and by making a public announcement by
press release to the Dow Jones News Service prior to 9:00 a.m., New York City
time, on the first business day after the previously scheduled expiration date.
The term "business day" shall mean any day that is not a Saturday, Sunday or day
on which banks are authorized by law to close in the State of New York.
This Letter of Transmittal is to be used by a holder of Series A bonds
if original Series A bonds, if available, are to be forwarded herewith or an
agent's message (as defined in the Prospectus) is to be used if delivery of
Series A bonds is to be made by book-entry transfer to the account maintained by
the exchange agent at The Depository Trust Company (the "book-entry transfer
facility") pursuant to the procedures set forth in the prospectus under the
caption "The Exchange Offer -- Procedures for Tendering Series A Bonds." Holders
of Series A bonds whose Series A bonds are not immediately available, or who are
unable to deliver their Series A bonds and all other documents required by this
Letter of Transmittal to the exchange agent on or prior to the expiration date,
or who are unable to complete the procedure for book-entry transfer on a timely
basis, must tender their Series A bonds according to the guaranteed delivery
procedures set forth in the prospectus under the caption "The Exchange Offer --
Procedures for Tendering Series A Bonds -- Guaranteed Delivery." See Instruction
2. Delivery of documents to the book-entry transfer facility does not constitute
delivery to the exchange agent.
The term "holder" with respect to the exchange offer means any person
in whose name Series A bonds are registered on the books of Cedar Brakes or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the exchange offer. Holders who wish to tender their Series A
bonds must complete this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
2
List below the Series A bonds to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
<Table>
<Caption>
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DESCRIPTION OF SERIES A BONDS TENDERED
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TENDERED
SERIES A BOND(S)
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NAME(S) AND ADDRESS(ES) OF REGISTERED
OLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON PRINCIPAL AGGREGATE
SERIES A BONDS. REPRESENTED PRINCIPAL REGISTERED AMOUNT
(PLEASE FILL IN, IF BLANK). TENDERED** AMOUNT NUMBERS(S)* BY BOND(S)
- ------------------------------------------ ------------ --------- ----------- ----------
------------ --------- ----------- ----------
------------ --------- ----------- ----------
------------ --------- ----------- ----------
------------ --------- ----------- ----------
- ------------------------------------------ ------------ --------- ----------- ----------
</Table>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Series A bonds will
be deemed to have tendered the entire aggregate principal amount represented by
such Series A bonds. All tenders will be accepted only in minimum denominations
equal to $100,000 or integral multiples of $1,000 in excess thereof.
[ ] CHECK HERE IF TENDERED SERIES A BONDS ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED SERIES A BONDS ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED SERIES A BONDS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of registered holder(s) of Series A bonds:
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Date of execution of Notice of Guaranteed Delivery:
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Window ticket number (if available):
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Name of eligible institution that guaranteed delivery:
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Account number (if delivered by book-entry transfer):
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[ ] CHECK HERE IF YOU ARE BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name:
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Address:
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3
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the exchange offer, the
undersigned hereby tenders to Cedar Brakes for exchange the principal amount of
Series A bonds indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Series A bonds tendered in accordance with
this Letter of Transmittal, the undersigned hereby exchanges, assigns and
transfers to Cedar Brakes all right, title and interest in and to the Series A
bonds tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the exchange agent, the agent and attorney-in-fact of
the undersigned (with full knowledge that the exchange agent also acts as the
agent of Cedar Brakes in connection with the exchange offer) with respect to the
tendered Series A bonds with full power of substitution to:
o deliver such Series A bonds, or transfer ownership of such Series A
bonds on the account books maintained by the book-entry transfer
facility, to Cedar Brakes and deliver all accompanying evidences of
transfer and authenticity, and
o present such Series A bonds for transfer on the books of Cedar Brakes
and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Series A bonds,
all in accordance with the terms of the exchange offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Series A
bonds tendered hereby and to acquire the Series B bonds issuable upon the
exchange of such tendered Series A bonds, and that Cedar Brakes will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by Cedar Brakes.
The undersigned acknowledge(s) that this exchange offer is being made
in reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the Series B bonds issued in
exchange for the Series A bonds pursuant to the exchange offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than a
broker-dealer who purchased Series A bonds exchanged for such Series B bonds
directly from Cedar Brakes to resell pursuant to Rule 144A or any other
available exemption under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such Series B bonds are acquired in the ordinary course of such holders'
business and such holders are not participating in, and have no arrangement with
any person to participate in, the distribution of such Series B bonds. The
undersigned specifically represent(s) to Cedar Brakes that:
o any Series B bonds acquired in exchange for Series A bonds tendered
hereby are being acquired in the ordinary course of business of the
person receiving such Series B bonds, whether or not the undersigned;
o the undersigned is not participating in, and has no arrangement with
any person to participate in, the distribution of Series B bonds;
o neither the undersigned nor any such other person is an "affiliate" (as
defined in Rule 405 under the Securities Act) of Cedar Brakes or a
broker-dealer tendering Series A bonds acquired directly from Cedar
Brakes.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Series B bonds. If the undersigned is a broker-dealer that will receive Series B
bonds for its own account in exchange for Series A bonds that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such Series B
bonds; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned acknowledges that if the
undersigned is participating in the exchange offer for the purpose of
distributing the Series B bonds:
o the undersigned cannot rely on the position of the staff of the SEC in
the Morgan Stanley Letter and similar SEC no-action letters, and, in
the absence of an exemption therefrom, must comply with the
registration and prospectus delivery requirements
4
of the Securities Act in connection with a secondary resale transaction
of the Series B bonds, in which case the registration statement must
contain the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the SEC; and
o a broker-dealer that delivers such a prospectus to purchasers in
connection with such resales will be subject to certain of the civil
liability provisions under the Securities Act and will be bound by the
provisions of the registration agreement (including certain
indemnification rights and obligations).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the exchange agent or Cedar Brakes to be necessary or
desirable to complete the exchange, assignment and transfer of the Series A
bonds tendered hereby, including the transfer of such Series A bonds on the
account books maintained by the book-entry transfer facility.
For purposes of the exchange offer, Cedar Brakes shall be deemed to
have accepted for exchange validly tendered Series A bonds when, as and if Cedar
Brakes gives oral or written notice thereof to the exchange agent. Any tendered
Series A bonds that are not accepted for exchange pursuant to the exchange offer
for any reason will be returned, without expense, to the undersigned at the
address shown below or at a different address as may be indicated herein under
"Special Delivery Instructions" as promptly as practicable after the expiration
date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the acceptance of properly tendered
Series A bonds by Cedar Brakes pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering Series A Bonds" in the
prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and Cedar Brakes upon the terms and subject to the
conditions of the exchange offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the Series B bonds issued in exchange for the Series A bonds
accepted for exchange, and return any Series A bonds not tendered or not
exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail or deliver the
Series B bonds issued in exchange for the Series A bonds accepted for exchange
and any Series A bonds not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Series B bonds issued in exchange for the Series A bonds accepted for
exchange in the name(s) of, and return any Series A bonds not tendered or not
exchanged to, the person(s) so indicated. The undersigned recognizes that Cedar
Brakes has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Series A bonds from the name of
the registered holder(s) thereof if Cedar Brakes does not accept for exchange
any of the Series A bonds so tendered for exchange.
5
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Series A bonds in a principal amount not
tendered, or Series B bonds issued in exchange for Series A bonds accepted
for exchange, are to be issued in the name of someone other than the
undersigned, or (ii) if Series A bonds tendered by book-entry transfer that
are not exchanged are to be returned by credit to an account maintained at
the book-entry transfer facility other than the account indicated above.
Issue Series B bonds and/or Series A bonds to:
Name:
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(PLEASE PRINT OR TYPE)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit unexchanged Series A bonds delivered by book-entry transfer to
the book-entry transfer facility set forth below:
Book-entry transfer facility account number:
(COMPLETE SUBSTITUTE FORM W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Series A bonds in a principal amount not
tendered, or Series B bonds issued in exchange for Series A bonds accepted
for exchange, are to be mailed or delivered to someone other than the
undersigned, or to the undersigned at an address other than that shown
below the undersigned's signature.
Mail or deliver Series B bonds and/or Series A bonds to:
Name:
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(PLEASE PRINT OR TYPE)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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6
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT SERIES A BONDS
ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
X
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X
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(Signature(s) of Registered Holder(s) of Series A Bonds)
Dated: , 2002
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(The above lines must be signed by the registered holder(s) of Series A
bonds as name(s) appear(s) on the Series A bonds or on a security position
listing, or by person(s) authorized to become registered holder(s) by a
properly completed bond power from the registered holder(s), a copy of
which must be transmitted with this Letter of Transmittal. If Series A
bonds to which this Letter of Transmittal relate are held of record by two
or more joint holders, then all such holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, then such person must set forth
his or her full title below and, unless waived by Cedar Brakes, submit
evidence satisfactory to Cedar Brakes of such person's authority so to act.
See Instruction 5 regarding the completion of this Letter of Transmittal,
printed below.)
Name:
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an eligible institution.
Signature(s) guaranteed by an eligible institution:
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(Authorized Signature)
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(Title)
- -----------------------------------------------------------------------------
(Name of Firm)
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(Address, Include Zip Code)
- -----------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated: , 2002
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Series A Bonds or
Book-Entry Confirmations. All physically delivered Series A bonds or any
confirmation of a book-entry transfer to the exchange agent's account at the
book-entry transfer facility of Series A bonds tendered by book-entry transfer
(a "book-entry confirmation"), as well as a properly completed and duly executed
copy of this Letter of Transmittal (or facsimile hereof) or agent's message (as
defined in the Prospectus), and any other documents required by this Letter of
Transmittal, must be received by the exchange agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the expiration date. The
method of delivery of the tendered Series A bonds, this Letter of Transmittal
and all other required documents to the exchange agent is at the election and
risk of the holder and, except as otherwise provided below, the delivery will be
deemed made only when actually received or confirmed by the exchange agent.
Instead of delivery by mail, it is recommended that the holder use an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
assure delivery to the exchange agent before the expiration date. No Letter of
Transmittal or Series A bonds should be sent to Cedar Brakes.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
Series A bonds and whose Series A bonds are not immediately available or who
cannot deliver their Series A bonds, this Letter of Transmittal or any other
documents required hereby to the exchange agent prior to the expiration date or
who cannot complete the procedure for book-entry transfer on a timely basis and
deliver an agent's message (as defined in the Prospectus), must tender their
Series A bonds according to the guaranteed delivery procedures set forth in the
prospectus. Pursuant to such procedures:
o such tender must be made by or through a firm that is a member of
a registered national securities exchange or of the National
Association of Securities Dealers Inc., a commercial bank or a
trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning
of Rule 17Ad-15 under the Exchange Act (an "eligible
institution");
o prior to the expiration date, the exchange agent must have
received from the eligible institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and
address of the holder of the Series A bonds, the registration
number(s) of such Series A bonds and the total principal amount of
Series A bonds tendered, stating that the tender is being made
thereby and guaranteeing that, within five business days after the
expiration date, this Letter of Transmittal (or facsimile hereof)
together with the Series A bonds in proper form for transfer (or a
book-entry confirmation) and any other documents required hereby,
must be deposited by the eligible institution with the exchange
agent within five business days after the expiration date; and
o the certificates for all physically tendered shares of Series A
bonds, in proper form for transfer (or book-entry confirmation, as
the case may be) and all other documents required hereby are
received by the exchange agent within five business days after the
expiration date.
Any holder of Series A bonds who wishes to tender Series A bonds
pursuant to the guaranteed delivery procedures described above must ensure that
the exchange agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the expiration date. Upon request of the exchange
agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Series A bonds according to the guaranteed delivery procedures set
forth above.
See "The Exchange Offer -- Procedures for Tendering Series A Bonds --
Guaranteed Delivery" section of the prospectus.
3. Tender by Holder. Only a holder of Series A bonds may tender such
Series A bonds in the exchange offer. Any beneficial holder of Series A bonds
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his Series A bonds, either make appropriate arrangements to register
ownership of the Series A bonds in such holder's name or obtain a properly
completed bond power from the registered holder.
4. Partial Tenders. Tenders of Series A bonds will be accepted only in
minimum denominations equal to $100,000 or integral multiples of $1,000 in
excess thereof. If less than the entire principal amount of any Series A bonds
is tendered, the tendering holder should fill in the principal amount tendered
in the third column of the box entitled "Description of Series A Bonds Tendered"
above. The entire principal amount of Series A bonds delivered to the exchange
agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Series A bonds is not tendered, then Series A
bonds for the principal amount of Series A
8
bonds not tendered and Series B bonds issued in exchange for any Series A bonds
accepted will be sent to the holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, promptly after the Series A bonds are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or
facsimile hereof) is signed by the record holder(s) of the Series A bonds
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Series A bonds without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in the book-entry transfer facility, the signature must correspond
with the name as it appears on the security position listing as the holder of
the Series A bonds.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Series A bonds listed and tendered hereby and
the Series B bonds issued in exchange therefor are to be issued (or any
untendered principal amount of Series A bonds is to be reissued) to the
registered holder, the said holder need not and should not endorse any tendered
Series A bonds, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Series A bonds tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an eligible
institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Series A bonds listed,
such Series A bonds must be endorsed or accompanied by appropriate bond powers,
in each case signed as the name of the registered holder or holders appears on
the Series A bonds.
If this Letter of Transmittal (or facsimile hereof) or any Series A
bonds or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by Cedar Brakes, evidence satisfactory to Cedar
Brakes of their authority to act must be submitted with this Letter of
Transmittal.
Endorsements on Series A bonds or signatures on bond powers required by
this Instruction 5 must be guaranteed by an eligible institution.
No signature guarantee is required if:
o this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Series A bonds tendered herein (or by
a participant in the book-entry transfer facility whose name
appears on a security position listing as the owner of the
tendered Series A bonds) and the Series B bonds are to be issued
directly to such registered holder(s) (or, if signed by a
participant in the book-entry transfer facility, deposited to such
participant's account at such book-entry transfer facility) and
neither the box entitled "Special Delivery Instructions" nor the
box entitled "Special Issuance Instructions" has been completed;
or
o such Series A bonds are tendered for the account of an eligible
institution.
In all other cases, all signatures on this Letter of Transmittal (or facsimile
hereof) must be guaranteed by an eligible institution.
6. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the book-entry transfer facility) to which Series B bonds or substitute Series A
bonds for principal amounts not tendered or not accepted for exchange are to be
issued or sent, if different from the name and address of the person signing
this Letter of Transmittal. In the case of issuance in a different name, the
taxpayer identification or social security number of the person named must also
be indicated.
7. Transfer Taxes. Cedar Brakes will pay all transfer taxes, if any,
applicable to the exchange of Series A bonds pursuant to the exchange offer. If,
however, Series B bonds or Series A bonds for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Series A
bonds tendered hereby, or if tendered Series A bonds are registered in the name
of any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Series A bonds
pursuant to the exchange offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons ) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SERIES A BONDS LISTED IN THIS LETTER OF
TRANSMITTAL.
9
8. Tax Identification Number. Federal income tax law requires that a
holder of any Series A bonds that are accepted for exchange must provide Cedar
Brakes (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is his or her social
security number. If Cedar Brakes is not provided with the correct TIN, the
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
(If withholding results in an over-payment of taxes, a refund may be obtained).
Certain holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that:
o the holder has not been notified by the Internal Revenue Service
that such holder is subject to backup withholding as a result of
failure to report all interest or dividends; or
o the Internal Revenue Service has notified the holder that such
holder is no longer subject to backup withholding.
If the Series A bonds are registered in more than one name or are not in the
name of the actual owner, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for information on which
TIN to report.
Cedar Brakes reserves the right in its sole discretion to take whatever
steps are necessary to comply with Cedar Brakes' obligations regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Series A bonds will be determined by Cedar Brakes in its sole discretion, which
determination will be final and binding. Cedar Brakes reserves the absolute
right to reject any and all Series A bonds not properly tendered or any Series A
bonds the acceptance of which would, in the opinion of Cedar Brakes or its
counsel, be unlawful. Cedar Brakes also reserves the absolute right to waive any
conditions of the exchange offer or defects or irregularities in tenders as to
particular Series A bonds. The interpretation of the terms and conditions by
Cedar Brakes of the exchange offer (which includes this Letter of Transmittal
and the instructions hereto) shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Series A
bonds must be cured within such time as Cedar Brakes shall determine. Neither
Cedar Brakes, the exchange agent nor any other person shall be under any duty to
give notification of defects or irregularities with regard to tenders of Series
A bonds nor shall any of them incur any liability for failure to give such
information.
10. Waiver of Conditions. Cedar Brakes reserves the absolute right to
waive, in whole or in part, any of the conditions to the exchange offer set
forth in the prospectus.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Series A bonds or transmittal of this Letter of Transmittal
will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Series A Bonds. Any holder
whose Series A bonds have been mutilated, lost, stolen or destroyed should
contact the exchange agent at the address indicated above for further
instructions.
13. Requests for Assistance or Additional Copies. Requests for
assistance or for additional copies of the prospectus or this Letter of
Transmittal may be directed to the exchange agent at the address or telephone
number set forth on the cover page of this Letter of Transmittal. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the exchange offer.
14. Withdrawal. Tenders may be withdrawn only pursuant to the
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE SERIES A BONDS DELIVERED BY BOOK-ENTRY TRANSFER OR IN
ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
10
<Table>
- ------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
AT THE RIGHT AND CERTIFY BY SIGNING AND
FORM W-9 DATING BELOW. -------------------------
UNITED STATES DEPARTMENT Social Security Number(s)
OF THE TREASURY or
INTERNAL REVENUE SERVICE
-------------------------
Employer Identification
Number
------------------------------------------------------------------------------
PAYER'S REQUEST PART 2-- Certification -- Under penalties
FOR TAXPAYER IDENTIFICATION of perjury, I certify that: PART 3 --
NUMBER ("TIN")
(1) The number shown on this form is my correct Awaiting TIN
taxpayer identification number (or I am waiting
for a number to be issued to me), and [ ]
(2) I am not subject to backup withholding either
because I have not been notified by Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends or the IRS has
notified me that I am no longer subject to
backup withholding.
- ------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if
you have been notified by the IRS that you are currently subject to backup
withholding because of under reporting interest or dividends on your tax
return.
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE , 2002
--------------------------------------------- ----------------------------
NAME (Please Print)
-----------------------------------
- ------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate United States
Internal Revenue Service Center or Social Security Administration office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer within 60
days, I will be subject to backup withholding tax of 31% of all reportable
payments made to me thereafter until I provide a taxpayer identification number.
Signature Date , 2002
------------------------------ ---------------
Name (Please Print)
---------------------
CERTIFICATE FOR FOREIGN RECORD HOLDERS
- --------------------------------------------------------------------------------
11