EXHIBIT 4.1 CEDAR BRAKES II, L.L.C., Issuer, and Bankers Trust Company, Trustee, Accounts Agent, Paying Agent and Registrar INDENTURE Dated as of December 12, 2001 9.875% Senior Secured Bonds due 2013 TABLE OF CONTENTSIndenture • March 13th, 2002 • Cedar Brakes Ii LLC • New York
ARTICLE 1 DEFINITIONS; EFFECTIVE DATE; TERM; SERVICER AS AGENT; EXPENSESAdministrative Services Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT by and betweenRegistration Rights Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
Exhibit 10.5 CEDAR BRAKES II, L.L.C. 9.875% SERIES A SENIOR SECURED BONDS DUE SEPTEMBER 1, 2013 PURCHASE AGREEMENTCedar Brakes Ii LLC • March 13th, 2002 • New York
GUARANTYGuaranty • March 13th, 2002 • Cedar Brakes Ii LLC • New York
EXHIBIT 4.6 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT, dated as of December 12, 2001 (this "Consent and Agreement"), is among Public Service Electric and Gas Company, a New Jersey corporation (the "Consenting Party"), Cedar Brakes II, L.L.C., a...Consent and Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
BETWEENPower Purchase Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New Jersey
EXHIBIT 4.3 ASSIGNMENT AND SECURITY AGREEMENT by and among CEDAR BRAKES II, L.L.C. as Issuer, BANKERS TRUST COMPANY as Trustee, and BANKERS TRUST COMPANY as Accounts Agent Dated as of December 12, 2001 TABLE OF CONTENTSAssignment and Security Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
EXHIBIT 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEDAR BRAKES II, L.L.C., A DELAWARE LIMITED LIABILITY COMPANYLimited Liability • March 13th, 2002 • Cedar Brakes Ii LLC • Delaware
Exhibit 99.7 BANKERS TRUST COMPANY EXCHANGE AGENT AGREEMENT Bankers Trust Company Corporate Trust and Agency Group Four Albany Street, 4th Floor New York, NY 10006 Attention: Reorganization Unit Ladies and Gentlemen: Cedar Brakes II, L.L.C., a...Bankers Trust • March 13th, 2002 • Cedar Brakes Ii LLC • New York
EXHIBIT 4.4 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT, dated as of December 12, 2001 (this "Consent and Agreement"), is among El Paso Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Consenting...Consent and Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
EXHIBIT 4.5 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT, dated as of December 12, 2001 (this "Consent and Agreement"), is among El Paso Merchant Energy, L.P., a limited partnership organized and existing under the laws of the State of Delaware...Consent and Agreement • March 13th, 2002 • Cedar Brakes Ii LLC • New York
CEDAR BRAKES II, L.L.C.Cedar Brakes Ii LLC • March 13th, 2002 • New York
