EXHIBIT 1.1 CEDAR BRAKES I, L.L.C. 8.50% SENIOR SECURED BONDS DUE FEBRUARY 15, 2014 PURCHASE AGREEMENTPurchase Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN EL PASO MERCHANT ENERGY L.P. AND CEDAR BRAKES I, L.L.C.Administrative Services Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
WITNESSETH:Limited Liability Company Agreement • November 28th, 2000 • Cedar Brakes I LLC • Delaware
1 EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 20, 2000 BY AND BETWEEN CEDAR BRAKES I, L.L.C.Registration Rights Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
CEDAR BRAKES I, L.L.C., Issuer, andGuaranty Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
EXHIBIT 99.7 BANKERS TRUST COMPANY EXCHANGE AGENT AGREEMENT November [___], 2000 Bankers Trust Company Corporate Trust and Agency Group Four Albany Street, 4th Floor New York, NY 10006 Attention: Corporate Market Services Ladies and Gentlemen: Cedar...Cedar Brakes I LLC • November 28th, 2000 • New York
EXHIBIT 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEDAR BRAKES I, L.L.C. A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • November 28th, 2000 • Cedar Brakes I LLC • Delaware
WITNESSETH:First Supplemental Indenture • November 28th, 2000 • Cedar Brakes I LLC • New York
GUARANTYGuaranty • November 28th, 2000 • Cedar Brakes I LLC • New York
FACE OF BOND] CEDAR BRAKES I, L.L.C. 8.50% Senior Secured Bond Due 2014Cedar Brakes I LLC • November 28th, 2000 • New York
1 EXHIBIT 10.1 AMENDED AND RESTATED POWER PURCHASE AGREEMENTPower Purchase Agreement • November 28th, 2000 • Cedar Brakes I LLC • New Jersey
EXHIBIT 4.4 ASSIGNMENT AND SECURITY AGREEMENTAssignment and Security Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
EXHIBIT 4.8 CONSENT AND AGREEMENT CONSENT AND AGREEMENT, dated as of September 26, 2000 (this "Consent and Agreement"), among Public Service Electric and Gas Company, a New Jersey corporation ("PSE&G"), (the "Consenting Party"), Cedar Brakes I,...Consent and Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
EXHIBIT 4.7 CONSENT AND AGREEMENT CONSENT AND AGREEMENT, dated as of September 26, 2000 (this "Consent and Agreement"), among El Paso Merchant Energy, L.P., a limited partnership organized and existing under the laws of the State of Delaware, (the...Consent and Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
1 EXHIBIT 4.5 ACCOUNTS CONTROL AGREEMENT This ACCOUNTS CONTROL AGREEMENT (this "Agreement") dated as of September 26, 2000 among Cedar Brakes I, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (the...Accounts Control Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
EXHIBIT 4.6 CONSENT AND AGREEMENT CONSENT AND AGREEMENT, dated as of September 26, 2000 (this "Consent and Agreement"), among El Paso Energy Corporation, a corporation organized and existing under the laws of the State of Delaware, (the "Consenting...Consent and Agreement • November 28th, 2000 • Cedar Brakes I LLC • New York
BETWEENPower Services Agreement • November 28th, 2000 • Cedar Brakes I LLC • New Jersey
