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                                                                     EXHIBIT 4.9







                          REGISTRATION RIGHTS AGREEMENT


                         DATED AS OF SEPTEMBER 20, 2000


                                 BY AND BETWEEN


                             CEDAR BRAKES I, L.L.C.


                                       AND


                     CREDIT SUISSE FIRST BOSTON CORPORATION




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                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of September 20, 2000 by and between Cedar Brakes I, L.L.C.,
a Delaware limited liability company (the "ISSUER"), and Credit Suisse First
Boston Corporation, (the "INITIAL PURCHASER"), who has agreed to purchase the
Issuer's 8.50% Senior Secured Bonds due 2014 (the "INITIAL BONDS") pursuant to
the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated September 20, 2000 (the "PURCHASE AGREEMENT"), by and among the Issuer and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Initial Bonds, the Issuer has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchaser set forth in Section 6 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated September 26,
2000 between the Issuer and Bankers Trust Company, as Trustee (the "INDENTURE").

                  The parties hereby agree as follows:


SECTION 1. DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  ACT:  The Securities Act of 1933, as amended.

                  ADDITIONAL INTEREST:  As defined in Section 5 hereof.

                  ADDITIONAL INTEREST RATE:  As defined in Section 5 hereof.

                  AFFILIATE:  As defined in Rule 144 of the Act.

                  BROKER-DEALER: Any broker or dealer registered under the
Exchange Act.

                  CERTIFICATED SECURITIES: Physical Bonds, as defined in the
Indenture.

                  CLOSING DATE:  The date hereof.

                  COMMISSION:  The Securities and Exchange Commission.


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                  CONSUMMATE: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Bonds to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Issuer to
the Registrar under the Indenture of Exchange Bonds in the same aggregate
principal amount as the aggregate principal amount of Initial Bonds tendered by
Holders thereof pursuant to the Exchange Offer.

                  CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

                  EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a)
hereof.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

                  EXCHANGE BONDS: The Issuer's 8.50% Bonds due 2014 to be issued
pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by
Section 4 hereof.

                  EXCHANGE OFFER: The exchange and issuance by the Issuer of a
principal amount of Exchange Bonds (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Initial Bonds that are tendered by such Holders in connection with such
exchange and issuance.

                  EXCHANGE OFFER REGISTRATION STATEMENT: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  EXEMPT RESALES: The transactions in which the Initial
Purchaser proposes to sell the Initial Bonds to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act and pursuant to
Regulation S under the Act.

                  FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

                  HOLDERS: As defined in Section 2 hereof.

                  PLAN OF DISTRIBUTION: As defined in Annex A hereof.

                  PRIVATE EXCHANGE: As defined in Section 3 hereof.

                  PRIVATE EXCHANGE BONDS: As defined in Section 3 hereof.


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                  PROSPECTUS: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

                  REGISTRATION DEFAULT: As defined in Section 5 hereof.

                  REGISTRATION STATEMENT: Any registration statement of the
Issuer relating to (a) an offering of Exchange Bonds pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

                  REGULATION S: Regulation S promulgated under the Act.

                  RULE 144: Rule 144 promulgated under the Act.

                  SHELF REGISTRATION STATEMENT: As defined in Section 6(b)
hereof.

                  SUSPENSION NOTICE: As defined in Section 6(d) hereof.

                  TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

                  TRANSFER RESTRICTED SECURITIES: Each Initial Bond, until the
earliest to occur of (a) (i) the date on which such Initial Bond is exchanged in
the Private Exchange for a Private Exchange Bond or (ii) the date on which such
Initial Bond is exchanged in the Exchange Offer for an Exchange Bond which is
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Act, (b) the date on which such
Initial Bond has been disposed of in accordance with a Shelf Registration
Statement (and the purchasers thereof have been issued Exchange Bonds or Private
Exchange Bonds, as applicable), or (c) the date on which such Initial Bond is
distributed to the public pursuant to Rule 144 under the Act (and purchasers
thereof have been issued Exchange Bonds or Private Exchange Bonds, as
applicable) and each Exchange Bond or Private Exchange Bonds, as the case may
be, until the date on which such Exchange Bond or Private Exchange Bonds, as the
case may be, is disposed of


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by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).


SECTION 2. HOLDERS

                  A Person is deemed to be a holder of Transfer Restricted
Securities (each, a "HOLDER") whenever such Person owns Transfer Restricted
Securities.


SECTION 3. REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Issuer shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 90 days after the Closing
Date (such 90th day being the "FILING DEADLINE"), (ii) use its reasonable best
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 230 days after the
Closing Date (such 230th day being the "EFFECTIVENESS DEADLINE"), and (iii) use
its reasonable best efforts to commence and Consummate the Exchange Offer upon
the effectiveness of such Exchange Offer Registration Statement. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the
Exchange Bonds to be offered in exchange for the Initial Bonds that are Transfer
Restricted Securities and (ii) resales of Exchange Bonds by Broker-Dealers that
tendered into the Exchange Offer Initial Bonds that such Broker-Dealer acquired
for its own account as a result of market making activities or other trading
activities (other than Initial Bonds acquired directly from the Issuer or any of
its Affiliates), as contemplated by Section 3(c) below.

                  (b) The Issuer shall use commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be effective continuously,
and shall use its reasonable best efforts to keep the Exchange Offer open for a
period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 30 Business Days. The Issuer shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Bonds shall be included
in the Exchange Offer Registration Statement. The Issuer shall use its
reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 40 business days thereafter (such
40th day being the "CONSUMMATION DEADLINE").


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                  (c) The Issuer shall include a "Plan of Distribution" section
which contains the information in Annex A hereto in the Prospectus contained in
the Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Transfer Restricted Securities that were acquired for
the account of such Broker-Dealer as a result of market-making activities or
other trading activities (other than Initial Bonds acquired directly from the
Issuer or any Affiliate of the Issuer) may exchange such Transfer Restricted
Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section
shall also contain all other information with respect to such sales by such
Broker-Dealers that the Commission may require in order to permit such sales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by
any such Broker-Dealer, except to the extent required by the Commission as a
result of a change in policy, rules or regulations after the date of this
Agreement.

                  Because such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of any Exchange Bonds received by such Broker-Dealer in the Exchange Offer,
the Issuer shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Bonds by Broker-Dealers, the Issuer agrees to use commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
180 days from the Consummation Deadline or such shorter period as will terminate
when all Transfer Restricted Securities covered by such Registration Statement
have been sold pursuant thereto. The Issuer shall provide sufficient copies of
the latest version of such Prospectus to such Broker-Dealers promptly upon
request, and in no event later than one day after such request, at any time
during such period.

                  Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Issuer shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Bonds electing to exchange the Initial
Bonds for Exchange Bonds (assuming that such Holder is not an affiliate of the
Issuer within the meaning of the Securities Act, acquires the Exchange Bonds in
the ordinary course of such Holder's business and has no arrangements with any
person to participate in the distribution of the Bonds and is not prohibited by
any law or policy of the Commission from participating in


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the Registered Exchange Offer) to trade such Exchange Bonds from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States.

                  If, upon consummation of the Registered Exchange Offer, the
Purchaser holds Initial Bonds acquired by it as part of its initial
distribution, the Issuer, simultaneously with the delivery of the Exchange Bonds
pursuant to the Registered Exchange Offer, shall issue and deliver to the
Purchaser upon the written request of the Purchaser, in exchange (the "PRIVATE
EXCHANGE") for the Initial Bonds held by the Purchaser, a like principal amount
of debt securities of the Issuer issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the
Securities Act and the securities laws of the several states of the United
States) to the Initial Bonds (the "PRIVATE EXCHANGE BONDS"). The Initial Bonds,
the Exchange Bonds and the Private Exchange Bonds are herein collectively called
the "Bonds".


SECTION 4. SHELF REGISTRATION

                  (a) Shelf Registration. If (i) the Exchange Offer is not
permitted by applicable law (after the Issuer has complied with the procedures
set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted
Securities shall notify the Issuer within 10 Business Days following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Exchange Bonds acquired by it in the Exchange Offer to the public
without delivering a prospectus and if the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Initial Bonds or
Private Exchange Bonds not eligible for participation in the Registration
Exchange Offer, then the Issuer shall:

                  (1)      cause to be filed, on or prior to 45 days after the
                           earlier of (i) the date on which the Issuer
                           determines that the Exchange Offer Registration
                           Statement cannot be filed as a result of clause
                           (a)(i) above and (ii) the date on which the Issuer
                           receives the notice specified in clause (a)(ii)
                           above, (such earlier date, the "FILING DEADLINE"), a
                           shelf registration statement pursuant to Rule 415
                           under the Act (which may be an amendment to the
                           Exchange Offer Registration Statement (the "SHELF
                           REGISTRATION STATEMENT")), relating to all Transfer
                           Restricted Securities, and


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                  (2)      shall use its reasonable best efforts to cause such
                           Shelf Registration Statement to become effective on
                           or prior to 230 days after the Filing Deadline for
                           the Shelf Registration Statement (such 230th day the
                           "EFFECTIVENESS DEADLINE").

                  (3)      If, after the Issuer has filed an Exchange Offer
                           Registration Statement that satisfies the
                           requirements of Section 3(a) above, the Issuer is
                           required to file and make effective a Shelf
                           Registration Statement solely because the Exchange
                           Offer is not permitted under applicable federal law
                           (i.e., clause (a)(i) above), then the filing of the
                           Exchange Offer Registration Statement shall be deemed
                           to satisfy the requirements of clause (x) above;
                           provided that, in such event, the Issuer shall remain
                           obligated to meet the Effectiveness Deadline set
                           forth in clause (2).

                  (4)      To the extent necessary to ensure that the Shelf
                           Registration Statement is available for sales of
                           Transfer Restricted Securities by the Holders thereof
                           entitled to the benefit of this Section 4(a) and the
                           other securities required to be registered therein
                           pursuant to Section 6(b)(ii) hereof, the Issuer shall
                           use commercially reasonable efforts to keep any Shelf
                           Registration Statement required by this Section 4(a)
                           continuously effective, supplemented, amended and
                           current as required by and subject to the provisions
                           of Sections 6(b) and (c) hereof and in conformity, as
                           to all matters within the Issuer's control, with the
                           requirements of this Agreement, the Act and the
                           policies, rules and regulations of the Commission as
                           announced from time to time, for a period of at least
                           two years (as extended pursuant to Section 6(d))
                           following the Closing Date, or such shorter period as
                           will terminate when all Transfer Restricted
                           Securities covered by such Shelf Registration
                           Statement have been sold pursuant thereto.

                  (b) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Issuer in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to Additional Interest pursuant
to Section 5 hereof unless and until such Holder shall have provided all such
information, and no



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Holder shall be entitled to have the Bonds held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Issuer by such Holder
not materially misleading.


SECTION 5. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES

                  If (i) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline or (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
(each such event referred to in clauses (i) through (iii), a "REGISTRATION
DEFAULT"), then the Issuer hereby agrees to pay additional interest ("ADDITIONAL
INTEREST") with respect to the Bonds. Additional Interest shall accrue on the
Bonds over and above the interest set forth in the title of the Bonds from and
including the date on which any such Registration Default shall occur, but
excluding the date on which all such Registration Defaults have been cured, at a
rate of 0.50% per annum regardless of the number of Registration Defaults (the
"ADDITIONAL INTEREST RATE"). Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above or (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, Additional
Interest payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii) or (iii), as applicable, shall cease.

                  Any amounts of Additional Interest due pursuant to this
Section 5 shall be payable in cash on the regular interest payments dates with
respect to the Bonds. The amount of Additional Interest shall be determined by
multiplying the applicable Additional Interest Rate by the principal amount of
the Bonds and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.



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SECTION 6. REGISTRATION PROCEDURES

                  (a) Exchange Offer Registration Statement. (i) In connection
with the Exchange Offer, or the Private Exchange, as the case may be, the Issuer
shall (A) comply with all applicable provisions of Section 6(c) below and (B)
use its reasonable best efforts to effect such exchange and to permit the resale
of Exchange Bonds or the Private Exchange, as the case may be, by Broker-Dealers
that tendered in the Exchange Offer or the Private Exchange, as the case may be,
Initial Bonds that such Broker-Dealer acquired for its own account as a result
of its market-making activities or other trading activities (other than Initial
Bonds acquired directly from the Issuer or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof.

                           (i) If, following the date hereof there has been
                  announced a change in Commission policy with respect to
                  exchange offers such as the Exchange Offer, that in the
                  reasonable opinion of counsel to the Issuer raises a
                  substantial question as to whether the Exchange Offer is
                  permitted by applicable federal law, the Issuer hereby agrees
                  to seek a no-action letter or other favorable decision from
                  the Commission allowing the Issuer to Consummate an Exchange
                  Offer for such Transfer Restricted Securities. The Issuer
                  hereby agrees to pursue the issuance of such a decision to the
                  Commission staff level. In connection with the foregoing, the
                  Issuer hereby agrees to take all such other actions as may be
                  requested by the Commission or otherwise required in
                  connection with the issuance of such decision, including
                  without limitation (A) participating in telephonic conferences
                  with the Commission, (B) delivering to the Commission staff an
                  analysis prepared by counsel to the Issuer setting forth the
                  legal bases, if any, upon which such counsel has concluded
                  that such an Exchange Offer should be permitted and (C)
                  diligently pursuing a resolution (which need not be favorable)
                  by the Commission staff. In any point of the process, the
                  Issuer may, in lieu of continuing or pursuing a no-action
                  letter may file a Shelf Registration Statement.

                           (ii) As a condition to its participation in the
                  Exchange Offer, each Holder of Transfer Restricted Securities
                  (including, without limitation, any Holder who is a Broker
                  Dealer) shall furnish, upon the request of the Issuer, prior
                  to the Consummation of the Exchange Offer, a written
                  representation to the Issuer (which may be contained in the
                  letter of transmittal contemplated by the Exchange Offer
                  Registration Statement) to the effect that (A) it is not an
                  Affiliate of the Issuer, (B) it is not engaged in, and does
                  not intend to engage in, and has no arrangement or
                  understanding with any person to participate in, a
                  distribution of the



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                  Exchange Bonds to be issued in the Exchange Offer, (C) it is
                  acquiring the Exchange Bonds in its ordinary course of
                  business and (D) if such Holder is a Broker-Dealer, that it
                  will receive Exchange Bonds for its own account in exchange
                  for Initial Bonds that were acquired as a result of
                  market-making activities or other trading activities and that
                  it will be required to acknowledge that it will deliver a
                  prospectus in connection with any resale of such Exchange
                  Bonds. As a condition to its participation in the Exchange
                  Offer, each Holder using the Exchange Offer to participate in
                  a distribution of the Exchange Bonds shall acknowledge and
                  agree that, if the resales are of Exchange Bonds obtained by
                  such Holder in exchange for Initial Bonds acquired directly
                  from the Issuer or an Affiliate thereof, it (1) could not,
                  under Commission policy as in effect on the date of this
                  Agreement, rely on the position of the Commission enunciated
                  in Morgan Stanley and Co., Inc. (available June 5, 1991) and
                  Exxon Capital Holdings Corporation (available May 13, 1988),
                  as interpreted in the Commission's letter to Shearman &
                  Sterling dated July 2, 1993, and similar no-action letters
                  (including, if applicable, any no-action letter obtained
                  pursuant to clause (i) above), and (2) must comply with the
                  registration and prospectus delivery requirements of the Act
                  in connection with a secondary resale transaction and that
                  such a secondary resale transaction must be covered by an
                  effective registration statement containing the selling
                  security holder information required by Item 507 or 508, as
                  applicable, of Regulation S-K.

                  (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuer shall:

                           (i) comply with all the provisions of Section 6(c)
                  below and use its reasonable best efforts to effect such
                  registration to permit the sale of the Transfer Restricted
                  Securities being sold in accordance with the intended method
                  or methods of distribution thereof (as indicated in the
                  information furnished to the Issuer pursuant to Section 4(b)
                  hereof), and pursuant thereto the Issuer will prepare and file
                  with the Commission a Registration Statement relating to the
                  registration on any appropriate form under the Act, which form
                  shall be available for the sale of the Transfer Restricted
                  Securities in accordance with the intended method or methods
                  of distribution thereof within the time periods and otherwise
                  in accordance with the provisions hereof and include the names
                  of the Holders who propose to sell Bonds pursuant to the Shelf
                  Registration Statement as selling securityholders.



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                           (ii) issue, upon the request of any Holder or
                  purchaser of Initial Bonds or Private Transfer Bonds, as the
                  case may be, covered by any Shelf Registration Statement
                  contemplated by this Agreement, Exchange Bonds having an
                  aggregate principal amount equal to the aggregate principal
                  amount of Initial Bonds or Private Transfer Bonds, as the case
                  may be, sold pursuant to the Shelf Registration Statement and
                  surrendered to the Issuer for cancellation; the Issuer shall
                  register Exchange Bonds on the Shelf Registration Statement
                  for this purpose and issue the Exchange Bonds to the
                  purchaser(s) of securities subject to the Shelf Registration
                  Statement in the names as such purchaser(s) shall designate.

                  (c) General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Issuer
shall:

                           (i) use its commercially reasonable efforts to keep
                  such Registration Statement continuously effective and provide
                  all requisite financial statements for the period specified in
                  Section 3 or 4 of this Agreement, as applicable. Upon the
                  occurrence of any event that would cause any such Registration
                  Statement or the Prospectus contained therein (A) to contain
                  an untrue statement of material fact or omit to state any
                  material fact necessary to make the statements therein not
                  misleading or (B) not to be effective and usable for resale of
                  Transfer Restricted Securities during the period required by
                  this Agreement, the Issuer shall file promptly an appropriate
                  amendment to such Registration Statement curing such defect,
                  and, if Commission review is required, use commercially
                  reasonable efforts to cause such amendment to be declared
                  effective as soon as practicable.

                           (ii) prepare and file with the Commission such
                  amendments and post-effective amendments to the applicable
                  Registration Statement as may be necessary to keep such
                  Registration Statement effective for the applicable period set
                  forth in Section 3 or 4 hereof, as the case may be; cause the
                  Prospectus to be supplemented by any required Prospectus
                  supplement, and as so supplemented to be filed pursuant to
                  Rule 424 under the Act, and to comply fully with Rules 424,
                  430A and 462, as applicable, under the Act in a timely manner;
                  and comply with the provisions of the Act with respect to the
                  disposition of all securities covered by such Registration
                  Statement during the applicable period in accordance with the
                  intended method or methods of distribution by the sellers
                  thereof set forth in such Registration Statement or supplement
                  to the Prospectus;



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                           (iii) advise each Holder promptly and, if requested
                  by such Holder, confirm such advice in writing, (A) with
                  respect to any applicable Registration Statement or any
                  post-effective amendment thereto, when the same has become
                  effective, (B) of any request by the Commission for amendments
                  to the Registration Statement or amendments or supplements to
                  the Prospectus or for additional information relating thereto,
                  (C) of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Registration Statement
                  under the Act or of the suspension by any state securities
                  commission of the qualification of the Transfer Restricted
                  Securities for offering or sale in any jurisdiction, or the
                  initiation of any proceeding for any of the preceding
                  purposes, (D) of the receipt by the Issuer or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Bonds for sale in any jurisdiction or
                  the initiation or threatening of any proceeding for such
                  purpose, and (E) of the existence of any fact or the happening
                  of any event that makes any statement of a material fact made
                  in the Registration Statement, the Prospectus, any amendment
                  or supplement thereto or any document incorporated by
                  reference therein untrue, or that requires the making of any
                  additions to or changes in the Registration Statement in order
                  to make the statements therein not misleading, or that
                  requires the making of any additions to or changes in the
                  Prospectus in order to make the statements therein, in light
                  of the circumstances under which they were made, not
                  misleading. If at any time the Commission shall issue any stop
                  order suspending the effectiveness of the Registration
                  Statement, or any state securities commission or other
                  regulatory authority shall issue an order suspending the
                  qualification or exemption from qualification of the Transfer
                  Restricted Securities under state securities or Blue Sky laws,
                  the Issuer shall use its reasonable best efforts to obtain the
                  withdrawal or lifting of such order at the earliest possible
                  time;

                           (iv) subject to Section 6(c)(i), if any fact or event
                  contemplated by Section 6(c)(iii)(D) above shall exist or have
                  occurred, prepare a supplement or post-effective amendment to
                  the Registration Statement or related Prospectus or any
                  document incorporated therein by reference or file any other
                  required document so that, as thereafter delivered to the
                  purchasers of Transfer Restricted Securities, the Prospectus
                  will not contain an untrue statement of a material fact or
                  omit to state any material fact necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading;



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                           (v) furnish to each Holder in connection with such
                  exchange or sale, if any, before filing with the Commission,
                  copies of any Registration Statement or any Prospectus
                  included therein or any amendments or supplements to any such
                  Registration Statement or Prospectus (including all documents
                  incorporated by reference after the initial filing of such
                  Registration Statement);

                           (vi) promptly prior to the filing of any document
                  that is to be incorporated by reference into a Registration
                  Statement or Prospectus, provide copies of such document to
                  each Holder in connection with such exchange or sale, if any,
                  make the Issuer's representatives available for discussion of
                  such document and other customary due diligence matters, and
                  include such information in such document prior to the filing
                  thereof as such Holders may reasonably request;

                           (vii) make available, at reasonable times, for
                  inspection by each Holder and any attorney or accountant
                  retained by such Holders, all financial and other records,
                  pertinent corporate documents of the Issuer and cause the
                  Issuer's officers, directors and employees to supply all
                  information reasonably requested by any such Holder, attorney
                  or accountant in connection with such Registration Statement
                  or any post-effective amendment thereto subsequent to the
                  filing thereof and prior to its effectiveness; provided,
                  however, that (i) the information and inspection requests and
                  due diligence investigations made pursuant to this clause and
                  clause (vi) of this Section 6 shall be coordinated on behalf
                  of the Initial Purchaser, the Holders and on behalf of the
                  other parties, by one counsel designated by and on behalf of
                  such parties and (ii) each Holder shall bear its expenses and
                  the expenses of its consultants and advisers (including,
                  without limitation, any attorney, accountant or other agent
                  retained by such person) incurred pursuant to this clause and
                  clause (vi) of this Section 6).

                           (viii) if requested by the Initial Purchaser in
                  connection with such exchange or sale, promptly include in any
                  Registration Statement or Prospectus, pursuant to a supplement
                  or post-effective amendment if necessary, such information as
                  the Initial Purchaser may reasonably request to have included
                  therein, including, without limitation, the information
                  relating to the "Plan of Distribution" of the Transfer
                  Restricted Securities set forth in Annex A hereto; and make
                  all required filings of such Prospectus supplement or
                  post-effective amendment as soon as practicable after the
                  Issuer is notified of the matters to be included in such
                  Prospectus supplement or post-effective amendment;



                                       13
<PAGE>   15

                           (ix) furnish to each Holder in connection with such
                  exchange or sale, without charge, at least one copy of the
                  Registration Statement, as first filed with the Commission,
                  and of each amendment thereto, including all documents
                  incorporated by reference therein and all exhibits (including
                  exhibits incorporated by reference therein );

                           (x) deliver to each Holder, without charge, as many
                  copies of the Prospectus (including each preliminary
                  prospectus) and any amendment or supplement thereto as such
                  persons reasonably may request; the Issuer hereby consents,
                  subject to the provisions of this Agreement, to the use (in
                  accordance with law) of the Prospectus and any amendment or
                  supplement thereto by each selling Holder in connection with
                  the offering and the sale of the Transfer Restricted
                  Securities covered by the Prospectus or any amendment or
                  supplement thereto;

                           (xi) upon the request of any Holder, enter into such
                  customary agreements (including underwriting agreements) and
                  make such representations and warranties and take all such
                  other actions in connection therewith in order to expedite or
                  facilitate the disposition of the Transfer Restricted
                  Securities pursuant to any applicable Registration Statement
                  contemplated by this Agreement as may be reasonably requested
                  by any Holder in connection with any sale or resale pursuant
                  to any applicable Registration Statement. In such connection,
                  the Issuer shall:

                           (A)      upon request of any Holder, furnish (or in
                                    the case of paragraphs (2) and (3), use its
                                    reasonable best efforts to cause to be
                                    furnished) to each Holder, upon Consummation
                                    of the Exchange Offer or upon the
                                    effectiveness of the Shelf Registration
                                    Statement, as the case may be:

                                    (1)    a certificate, dated such date,
                                           signed on behalf of the Issuer by the
                                           President or any Vice President of
                                           the Issuer confirming, as of the date
                                           thereof, the matters set forth in
                                           Section 6(e) of the Purchase
                                           Agreement and such other similar
                                           matters as such Holders may
                                           reasonably request;

                                    (2)    an opinion, dated the date of
                                           Consummation of the Exchange Offer or
                                           the date of effectiveness of the
                                           Shelf Registration Statement, as the
                                           case may be, of in-house counsel for
                                           the Issuer covering matters



                                       14
<PAGE>   16



                                           similar to those set forth in
                                           paragraph (c) of Section 6 of the
                                           Purchase Agreement and such other
                                           matter as such Holder may
                                           reasonably request, with similar
                                           assumptions and exceptions and in
                                           form and substance substantially
                                           similar to that customarily
                                           delivered in public offerings of
                                           securities, and, in any event,
                                           including a statement to the
                                           effect that such counsel has
                                           participated in conferences with
                                           officers and other representatives
                                           of the Issuer and with
                                           representatives of the independent
                                           public accountants for the Issuer,
                                           and have considered the matters
                                           required to be stated therein and
                                           the statements contained therein,
                                           although such counsel has not
                                           independently verified the
                                           accuracy, completeness or fairness
                                           of such statements; and that such
                                           counsel advises that, on the basis
                                           of the foregoing, no facts came to
                                           such counsel's attention that
                                           caused such counsel to believe
                                           that the applicable Registration
                                           Statement, at the time such
                                           Registration Statement or any
                                           post-effective amendment thereto
                                           became effective, and, in the case
                                           of the Exchange Offer Registration
                                           Statement, as of the date of
                                           Consummation of the Exchange
                                           Offer, contained an untrue
                                           statement of a material fact or
                                           omitted to state a material fact
                                           required to be stated therein or
                                           necessary to make the statements
                                           therein not misleading, or that
                                           the Prospectus contained in such
                                           Registration Statement as of its
                                           date and, in the case of the
                                           opinion dated the date of
                                           Consummation of the Exchange
                                           Offer, as of the date of
                                           Consummation, contained an untrue
                                           statement of a material fact or
                                           omitted to state a material fact
                                           necessary in order to make the
                                           statements therein, in light of
                                           the circumstances under which they
                                           were made, not misleading. Without
                                           limiting the foregoing, such
                                           counsel may state further that
                                           such counsel assumes no
                                           responsibility for, and has not
                                           independently verified, the
                                           accuracy, completeness or fairness
                                           of the financial statements, Bonds
                                           and schedules and other related
                                           financial data included in any
                                           Registration



                                  15
<PAGE>   17



                                           Statement contemplated by this
                                           Agreement or the related Prospectus;
                                           and

                                    (3)    a customary comfort letter, dated the
                                           date of Consummation of the Exchange
                                           Offer, or as of the date of
                                           effectiveness of the Shelf
                                           Registration Statement, as the case
                                           may be, from the Issuer's independent
                                           accountants, in the customary form
                                           and covering matters of the type
                                           customarily covered in comfort
                                           letters to underwriters in connection
                                           with underwritten offerings, and
                                           affirming the matters set forth in
                                           the comfort letters delivered
                                           pursuant to Section 6(a) of the
                                           Purchase Agreement; and

                           (B)      deliver such other documents and
                                    certificates as may be reasonably requested
                                    by the selling Holders to evidence
                                    compliance with the matters covered in
                                    clause (A) above and with any customary
                                    conditions contained in any agreement
                                    entered into by the Issuer pursuant to this
                                    clause (xi);

                           (xii) prior to any public offering of Transfer
                  Restricted Securities, cooperate with the selling Holders and
                  their counsel in connection with the registration and
                  qualification of the Transfer Restricted Securities under the
                  securities or Blue Sky laws of such jurisdictions as the
                  selling Holders may request and do any and all other acts or
                  things necessary or advisable to enable the disposition in
                  such jurisdictions of the Transfer Restricted Securities
                  covered by the applicable Registration Statement; provided,
                  however, that (i) the Issuer shall not be required to register
                  or qualify as a foreign corporation where it is not now so
                  qualified or to take any action that would subject it to the
                  service of process in suits or to taxation, other than as to
                  matters and transactions relating to the Registration
                  Statement, in any jurisdiction where it is not now so subject
                  and (ii) the Issuer shall not be obligated to pay for expenses
                  incurred pursuant to this subparagraph in excess of $5,000;

                           (xiii) in connection with any sale of Transfer
                  Restricted Securities that will result in such securities no
                  longer being Transfer Restricted Securities, cooperate with
                  the Holders to facilitate the timely preparation and delivery
                  of certificates representing Transfer Restricted Securities to
                  be sold and not bearing any restrictive legends; and to
                  register such Transfer



                                  16
<PAGE>   18


                  Restricted Securities in such denominations and such names as
                  the selling Holders may request at least two Business Days
                  prior to such sale of Transfer Restricted Securities;

                           (xiv) provide a CUSIP number for all Transfer
                  Restricted Securities not later than the effective date of a
                  Registration Statement covering such Transfer Restricted
                  Securities and provide the Trustee under the Indenture with
                  printed certificates for the Transfer Restricted Securities
                  which are in a form eligible for deposit with the Depository
                  Trust Company;

                           (xv) otherwise use its reasonable best efforts to
                  comply with all applicable rules and regulations of the
                  Commission, and make generally available to its security
                  holders with regard to any applicable Registration Statement,
                  as soon as practicable, a consolidated earnings statement
                  meeting the requirements of Rule 158 (which need not be
                  audited) covering a twelve- month period beginning after the
                  effective date of the Registration Statement (as such term is
                  defined in paragraph (c) of Rule 158 under the Act);

                           (xvi) cause the Indenture to be qualified under the
                  TIA not later than the effective date of the first
                  Registration Statement required by this Agreement and, in
                  connection therewith, cooperate with the Trustee and the
                  Holders to effect such changes to the Indenture as may be
                  required for such Indenture to be so qualified in accordance
                  with the terms of the TIA;

                           (xvii) provide promptly to each Holder, upon request,
                  each document filed with the Commission pursuant to the
                  requirements of Section 13 or Section 15(d) of the Exchange
                  Act;

                           (xviii) if a Registered Exchange Offer or a Private
                  Exchange is to be consummated, upon delivery of the Initial
                  Bonds by Holders to the Issuer (or to such other Person as
                  directed by the Issuer) in exchange for the Exchange Bonds or
                  the Private Exchange Bonds, as the case may be, the Company
                  shall mark, or caused to be marked, on the Initial Bonds so
                  exchanged that such Initial Bonds are being canceled in
                  exchange for the Exchange Bonds or the Private Exchange Bonds,
                  as the case may be, in no event shall the Initial Bonds be
                  marked as paid or otherwise satisfied;

                           (xix) cooperate with the Holders of the Bonds to
                  facilitate the timely transfer of Bonds to be sold pursuant to
                  any Registration Statement



                                  17
<PAGE>   19


                  free of any restrictive legends and, to the extent consistent
                  with the terms of the Indenture, facilitate timely preparation
                  and delivery of certificates representing the Bonds, in such
                  denominations and registered in such names as the Holders may
                  request a reasonable period of time prior to sales of the
                  Bonds pursuant to such Registration Statement;

                           (xx) use its reasonable best efforts to confirm that
                  the ratings received for the Initial Bonds prior to their
                  initial sale will apply to the Bonds covered by a Registration
                  Statement;

                           (xxi) in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Bonds or
                  participate as a member of an underwriting syndicate or
                  selling group or "assist in the distribution" (within the
                  meaning of the Conduct Rules (the "RULES") of the National
                  Association of Securities Dealers, Inc. ("NASD")) thereof,
                  whether as a Holder of such Bonds or as an underwriter, a
                  placement or sales agent or a broker or dealer in respect
                  thereof, or otherwise, the Issuer will assist such
                  broker-dealer in complying with the requirements of such
                  Rules, including, without limitation, by (i) if such Rules,
                  including Rule 2720, shall so require, engaging a "qualified
                  independent underwriter" (as defined in Rule 2720) to
                  participate in the preparation of the Registration Statement
                  relating to such Bonds, to exercise usual standards of due
                  diligence in respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Bonds, (ii) indemnifying
                  any such qualified independent underwriter to the extent of
                  the indemnification of underwriters provided in Section 5
                  hereof and (iii) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Rules;
                  and

                           (xxii) use its reasonable best efforts to take all
                  other steps necessary to effect the registration of the Bonds
                  covered by a Registration Statement contemplated hereby.

                  (d) Restrictions on Holders. Each Holder agrees by acquisition
of a Transfer Restricted Security that, upon receipt of the notice referred to
in Section 6(c)(iii)(C) or any notice from the Issuer of the existence of any
fact of the kind described in Section 6(c)(iii)(D) or (E) hereof (in each case,
a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the



                                  18
<PAGE>   20


supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Holder is advised in writing by the Issuer that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Any such period from the date of such
Suspension Notice until the Recommencement Date is referred to herein as a
"Suspension Period." Upon issuing a Suspension Notice, the Issuer shall
promptly, subject to Section 5 hereof, prepare and file such additional or
supplemental fillings to the related prospectus and any other required document
so that, as thereafter delivered to Holders of the Bonds or purchasers of Bonds,
the prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. Each Holder receiving a Suspension Notice hereby agrees
that it will either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder's possession which have been replaced by the Issuer
with more recently dated Prospectuses or (ii) deliver to the Issuer (at the
Issuer' expense) all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date. There shall be no more than three Suspension Periods in any 12-month
period, the aggregate number of days of such Suspension Periods shall not exceed
90 days in such 12-month period (collectively, the "SUSPENSION PERIOD LIMITS")
and no Suspension Period shall exceed 60 days. The Issuer shall be deemed not to
have used commercially reasonable efforts to keep any Registration Statement
effective during the requisite period if it voluntarily takes any action (other
than an action permitted by this Section 6(d) or by Section 5 hereof) that would
result in Holders of Bonds covered thereby not being able to offer and sell such
Bonds during that period, unless such action is required by applicable law.

                  (e) Effectiveness of Registration Statement. Notwithstanding
anything to the contrary contained in this Agreement, the obligation of the
Issuer hereunder to maintain the effectiveness of any Registration Statement and
any related Prospectus may be suspended, without default or penalty to the
Issuer, for one or more periods of time as may be required with respect to such
Registration Statement if (A) the Management Committee of the Issuer shall have
determined that the offering and sales under the Registration Statement, the
filing of such Registration Statement or the maintenance of its effectiveness
would require disclosure of or would interfere in any material respect with any
material financing, acquisition, merger, offering or other transaction involving
the


                                       19
<PAGE>   21


Issuer or would otherwise require disclosure of nonpublic information that
could materially and adversely affect the Issuer or (B) the Issuer is required
by any state or federal securities laws to file an amendment or supplement to
such Registration Statement for the purpose of incorporating quarterly or annual
information, which is not automatically effective. Further, the Issuer shall be
deemed to have used commercially reasonable efforts to keep any Registration
Statement continuously effective if either (A) or (B) above has occurred.


SECTION 7. REGISTRATION EXPENSES

                  (a) All expenses incident to the Issuer's performance of or
compliance with this Agreement will be borne by the Issuer, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Exchange Bonds and/or the Private Exchange Bonds to be issued in the Exchange
Offer and/or the Private Exchange and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Issuer and the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Bonds on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Issuer (including the expenses of any
special audit and comfort letters required by or incident to such performance).

                  The Issuer will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Issuer.

                  (b) In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuer will reimburse the
Initial Purchaser and the Holders of Transfer Restricted Securities who are
tendering Initial Bonds in the Exchange Offer and/or selling or reselling
Initial Bonds or Exchange Bonds pursuant to the "Plan of Distribution" contained
in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements, which fees
shall not exceed $25,000, of not more than one counsel, who shall be Skadden,
Arps, Slate, Meagher & Flom L.L.P., unless another firm shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities
for whose benefit such Registration Statement is being prepared.



                                       20
<PAGE>   22


SECTION 8. INDEMNIFICATION

                  (a) The Issuer agrees to indemnify and hold harmless each
Holder, its directors, officers and each Person, if any, who controls such
Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any reasonable legal or
other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Issuer to any Holder or any prospective purchaser of Exchange
Bonds or registered Initial Bonds, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by an untrue statement or
omission or alleged untrue statement or omission that is based upon information
relating to any of the Holders furnished in writing to the Issuer by any of the
Holders.

                  (b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Issuer and its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuer
to the same extent as the foregoing indemnity from the Issuer set forth in
Section 8(a) above, but only with reference to information relating to such
Holder furnished in writing to the Issuer by such Holder expressly for use in
any Registration Statement.

                  (c) In case any action shall be commenced involving any person
in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the



                                       21
<PAGE>   23



indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Issuer, in the case
of parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

                  (d) To the extent that the indemnification provided for in
this Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Issuer, on
the one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted



                                       22
<PAGE>   24


Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Issuer, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Issuer, on the one hand, and
of the Holder, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer, on the one hand, or by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                  The Issuer and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.


SECTION 9. RULE 144A AND RULE 144

                  The Issuer agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Issuer (i) is not subject



                                       23
<PAGE>   25



to Section 13 or 15(d) of the Exchange Act, to use commercially reasonable
efforts to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to use its reasonable best efforts to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.


SECTION 10. UNDERWRITTEN REGISTRATIONS

                  If any of the Transfer Restricted Bonds covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Bonds to be included in
such offering.

                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Bonds on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


SECTION 11. MISCELLANEOUS

                  (a) Remedies. The Issuer acknowledges and agree that any
failure by the Issuer to comply with its obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Initial Purchaser or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchaser or any Holder may obtain such relief
as may be required to specifically enforce the Issuer's obligations under
Sections 3 and 4 hereof. The Issuer further agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Issuer will not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts



                                       24
<PAGE>   26


with the provisions hereof. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Issuer's securities under any agreement in effect on the date
hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Issuer has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities (excluding Transfer
Restricted Securities held by the Issuer or its Affiliates).

                  (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Issuer, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

                  (e) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:

                           (i)      if to a Holder, at the address set forth on
                                    the records of the Registrar under the
                                    Indenture, with a copy to the Registrar
                                    under the Indenture; and

                           (ii)     if to the Issuer:
                                    Cedar Brakes I, L.L.C.
                                    1001 Louisiana Street
                                    Houston, Texas 77002
                                    (713) 420-2813
                                    Attn:  President

                                    With a copy to:
                                    Chadbourne & Parke L.L.P.
                                    30 Rockefeller Plaza
                                    New York, New York  10112
                                    Telecopier No.: (212) 541-5369
                                    Attention:  Andrea Satty

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after



                                       25
<PAGE>   27


being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the person giving the same to the Trustee at
the address specified in the Indenture.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such person shall be entitled to receive the benefits hereof.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



                                       26
<PAGE>   28


                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                  (l) Agent for Service; Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Agreement, the Issuer (i)
acknowledges that it has, by separate written instrument, irrevocably designated
and appointed CT Corporation System (and any successor entity) as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to this Agreement that may be instituted in any federal or state
court in the State of New York or brought under federal or state securities
laws, and acknowledges that CT Corporation System has accepted such designation,
(ii) submits to the nonexclusive jurisdiction of any such court in any such suit
or proceeding, and (iii) agrees that service of process upon CT Corporation
System and written notice of said service to the Issuer shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Issuer further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corporation System in full force
and effect so long as any of the Bonds shall be outstanding. To the extent that
the Issuer may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of this
Agreement, to the fullest extent permitted by law.


                                     * * * *


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                        CEDAR BRAKES I, L.L.C.



                                        By: /s/ Thomas G. Kilgore
                                            -----------------------------------
                                            Name:  Thomas G. Kilgore
                                            Title: Attorney in Fact


                                        CREDIT SUISSE FIRST BOSTON CORPORATION



                                        By: /s/ Wallace Henderson
                                            -----------------------------------
                                            Name:  Wallace Henderson
                                            Title: Managing Director









                                       27
<PAGE>   29



ANNEX A


PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Bonds for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Bonds. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Bonds received in exchange for Initial Bonds
where such Initial Bonds were acquired as a result of market-making activities
or other trading activities. The Issuer has agreed that, for a period of 180
days after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until        , 2000, all dealers effecting transactions in
the Exchange Bonds may be required to deliver a prospectus.(1)

The Issuer will not receive any proceeds from any sale of Exchange Bonds by
broker-dealers. Exchange Bonds received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Bonds or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Bonds. Any broker-dealer
that resells Exchange Bonds that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Bonds may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of Exchange
Bonds and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Issuer will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Issuer has agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one


----------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
    appear on the back cover page of the Exchange Offer prospectus.



<PAGE>   30




counsel for the Holders of the Bonds) other than commissions or concessions of
any brokers or dealers and will indemnify the Holders of the Bonds (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

















                                       2