EXHIBIT 99.2
[FORM OF NOTICE OF GUARANTEED DELIVERY]
CEDAR BRAKES II, L.L.C.
NOTICE OF GUARANTEED DELIVERY
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
This form, or one substantially equivalent hereto, must be used by a
holder to accept the exchange offer of Cedar Brakes II, L.L.C., a Delaware
limited liability company, and to tender 9.875% Series A Senior Secured Bonds
due 2013 (the "Series A bonds") to the exchange agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer -- Procedures for Tendering
Series A Bonds -- Guaranteed Delivery" beginning on page [ ] of the prospectus
of Cedar Brakes, dated [ ], 2002, and in Instruction 2 to the
related Letter of Transmittal. Any holder who wishes to tender Series A bonds
pursuant to such guaranteed delivery procedures must ensure that the exchange
agent receives this Notice of Guaranteed Delivery prior to the expiration date
(as defined below) of the exchange offer. Certain terms used but not defined
herein have the meanings ascribed to them in the prospectus or the Letter of
Transmittal.
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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").
SERIES A BONDS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN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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The Exchange Agent for the Exchange Offer is:
BANKERS TRUST COMPANY
<Table>
By Registered or Certified Mail or
Overnight Courier: By Mail: By Hand in New York:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Group Reorganization Unit Corporate Trust & Agency Group
Reorganization Unit P.O. Box 292737 Attn: Reorganization Department
648 Grassmere Park Road Nashville, Tennessee 37279-2737 Receipt & Delivery Window
Nashville, Tennessee 372 123 Washington Street, 1st Floor
New York, New York 10006
Information: (800) 735-7777
</Table>
By Facsimile Transmission:
(for Eligible Institutions only)
(615) 835-3701
Confirm by Telephone:
(615) 835-3572
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE IN THE BOX PROVIDED ON
THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
Ladies and Gentlemen:
The undersigned hereby tenders to Cedar Brakes, upon the terms and
subject to the conditions set forth in the prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Series A bonds set forth below pursuant to the guaranteed delivery procedures
set forth in the prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Series A bonds listed below:
<Table>
Aggregate
Certificate Number(s) (if known) Principal Amount
of Series A Bonds or Aggregate Principal Amount Represented
---------
Account Number at the
Book-Entry Facility Tendered
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</Table>
PLEASE SIGN AND COMPLETE
Name(s) of Record Holder(s):
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Address(es):
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Area Code and Telephone Number(s):
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Signature(s):
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Dated: , 2002
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This Notice of Guaranteed Delivery must be signed by the holder(s)
exactly as their name(s) appear on certificates for Series A bonds or on a
security position listing as the owner of Series A bonds, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17 Ad-15 under the Securities Exchange Act of 1934,
guarantees deposit with the exchange agent of the Letter of Transmittal (or
facsimile thereof), together with the Series A bonds tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Series A
bonds into the exchange agent's account at the book-entry transfer facility
described in the prospectus under the caption "The Exchange Offer -- Procedures
for Tendering Series A Bonds -- Book-Entry Transfer" and in the Letter of
Transmittal) and any other required documents, all by 5:00 p.m., New York City
time, within five business days following the expiration date.
Name of Firm:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Name:
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Title:
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(Please Type or Print)
Dated: , 2002
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DO NOT SEND SERIES A BONDS WITH THIS FORM. ACTUAL SURRENDER OF SERIES A
BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
exchange agent at its address set forth herein prior to the expiration date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the exchange agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the exchange
agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Series A bonds
referred to herein, the signature must correspond with the name(s) written on
the face of the Series A bonds without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
the book-entry transfer facility whose name appears on a security position
listing as the owner of the Series A bonds, the signature must correspond with
the name shown on the security position listing as the owner of the Series A
bonds.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Series A bonds listed or a participant of the
book-entry transfer facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Series A bonds or signed as the name of the participant
shown on the book-entry transfer facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to Cedar Brakes of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the prospectus may be
directed to the exchange agent at the address specified in the prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the exchange offer.
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