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EXHIBIT 99.3
LETTER TO HOLDERS
CEDAR BRAKES I, L.L.C.
EL PASO ENERGY BUILDING
1001 LOUISIANA STREET, 26TH FLOOR
HOUSTON, TEXAS 77002
(713) 420-2131
November 28, 2000
To the Holders of Cedar Brakes I's
8 1/2% Senior Secured Bonds due 2014:
Cedar Brakes I, L.L.C., a Delaware limited liability company, is offering
to exchange its 8 1/2% Series B Senior Secured Bonds due 2014 that have been
registered under the Securities Act of 1933 (the "Series B bonds") for all
outstanding 8 1/2% Senior Secured Bonds due 2014 (the "Series A bonds"), upon
the terms and subject to the conditions set forth in the enclosed prospectus
dated November 27, 2000 (the "Prospectus") and the related letter of transmittal
(the "Letter of Transmittal" and, together with the Prospectus, the "Exchange
Offer"). The Exchange Offer is conditioned upon a number of factors set out in
the Prospectus under "The Exchange Offer -- Conditions of the Exchange Offer"
beginning on page 63.
The Series A bonds were issued on September 26, 2000 in an original
aggregate principal amount of $310,600,000, the full principal amount of which
remains outstanding. The maximum amount of Series B bonds that will be issued in
exchange for Series A bonds is $310,600,000.
Please read carefully the Prospectus and the other enclosed materials
relating to the Exchange Offer. If you require assistance, you should consult
your financial, tax or other professional advisors. Holders who wish to
participate in the Exchange Offer are asked to respond promptly by completing
and returning the enclosed Letter of Transmittal, and all other required
documentation, to Bankers Trust Company, the exchange agent (the "Exchange
Agent"), for the Exchange Offer.
If you have questions regarding the terms of the Exchange Offer, please
direct your questions to Bankers Trust Company at 1-800-735-7777.
Thank you for your time and effort in reviewing this request.
Very truly yours,
CEDAR BRAKES I, L.L.C.
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