EXHIBIT 99.5
[FORM OF LETTER TO REGISTERED HOLDERS & DEPOSITARY TRUST]
LETTER TO REGISTERED HOLDERS &
DEPOSITORY TRUST
CEDAR BRAKES II, L.L.C.
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS 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
- --------------------------------------------------------------------------------
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WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK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.
- --------------------------------------------------------------------------------
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the
offer by Cedar Brakes II, L.L.C., a Delaware limited liability company, to
exchange its 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"), for a like principal amount of Cedar Brakes' issued and
outstanding 9.875% Series A Senior Secured Bonds due 2013 (the "Series A bonds")
upon the terms and subject to the conditions set forth in the prospectus, dated
[ ], 2002, and the related Letter of Transmittal (which together
constitute the "exchange offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated [ ], 2002;
2. Letter of Transmittal (together with accompanying Substitute
Form W-9 Guidelines);
3. Notice of Guaranteed Delivery;
4. Letter that may be sent to your clients for whose account you
hold Series A bonds in your name or in the name of your nominee;
5. Letter that may be sent from your clients to you with such
clients' instruction with regard to the exchange offer (included in item 4.
above); and
6. Letter to the holders of Series A bonds.
We urge you to contact your clients promptly. Please note that the
exchange offer will expire on the Expiration Date unless extended. The exchange
offer is not conditioned upon any minimum number of Series A bonds being
tendered.
Pursuant to the Letter of Transmittal, each holder of Series A bonds
will represent to Cedar Brakes that:
o the Series B bonds acquired in exchange for Series A bonds
pursuant to the exchange offer are being acquired in the ordinary
course of business of the person receiving such Series B bonds,
whether or not the holder;
o the holder is not participating in, and has no arrangement with
any person to participate in, the distribution of Series B bonds
within the meaning of the Securities Act; and
o neither the holder nor any such other person is an "affiliate"
(within the meaning of Rule 405 under the Securities Act) of
Cedar Brakes or a broker-dealer tendering Series A bonds acquired
directly from Cedar Brakes.
If the holder is a broker-dealer that will receive Series B bonds for
its own account in exchange for Series A bonds, it acknowledges that it will
deliver a prospectus in connection with any resale of such Series B bonds.
The enclosed Letter to Clients contains an authorization by the
beneficial owners of the Series A bonds for you to make the foregoing
representations.
Cedar Brakes will not pay any fee or commission to any broker or dealer
or to any other persons (other than the exchange agent) in connection with the
solicitation of tenders of Series A bonds pursuant to the exchange offer. Cedar
Brakes will pay or cause to be paid any transfer taxes payable on the transfer
of Series A bonds to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from the
exchange agent by calling Bankers Trust Company at 1-800-735-7777.
Very truly yours,
CEDAR BRAKES II, L.L.C.
2