EXHIBIT 99.4
CAITHNESS COSO FUNDING CORP.
OFFER TO EXCHANGE
6.80% Series B Senior Secured Notes Due 2001
(Registered under the Securities Act of 1933)
for
Any and All of its Outstanding
6.80% Series A Senior Secured Notes Due 2001
and
9.05% Series B Senior Secured Notes Due 2009
(Registered under the Securities Act of 1933)
for
Any and All of its Outstanding
9.05% Series A Senior Secured Notes Due 2009
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON MONDAY, NOVEMBER 8, 1999, UNLESS
THE OFFER IS EXTENDED.
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___________, 1999
To Our Clients:
Enclosed is a Prospectus, dated October 7, 1999, of Caithness Coso Funding
Corp., a Delaware corporation (the "Company"), Coso Finance Partners, a
California general partnership, Coso Energy Developers, a California general
partnership, and Coso Power Developers, a California general partnership, and a
related Letter of Transmittal (which together constitute the "Exchange Offer"),
relating to the offer by the Company to exchange its 6.80% Series B Senior
Secured Notes due 2001 for a like principal amount of its issued and outstanding
6.80% Series A Senior Secured Notes due 2001 and its 9.05% Series B Senior
Secured Notes due 2009 for a like principal amount of its issued and outstanding
9.05% Series A Senior Secured Notes due 2009, pursuant to an offering registered
under the Securities Act of 1933, as amended (the "Securities Act"), upon the
terms and subject to the conditions set forth in the Exchange Offer. The 6.80%
Series A Senior Secured Notes due 2001 and the 9.05% Series A Senior Secured
Notes due 2009 are called the "Series A Notes," and the 6.80% Series B Senior
Secured Notes due 2001 and the 9.05% Series B Senior Secured Notes due 2009 are
called the "Series B Notes."
The Exchange Offer is not conditioned upon any minimum number of Series A
Notes being tendered.
We are the holder of record and/or participant in the book-entry transfer
facility of Series A Notes held by us for your account. A tender of such Series
A Notes can be made only by us as the record holder and/or participant in the
book-entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Series A Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Series A Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We urge you to read carefully the Prospectus and the
Letter of Transmittal before instructing us to tender your Series A Notes. Your
instructions to us should be forwarded as promptly as possible in order to
permit us to tender your Series A Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on Monday, November 8, 1999, unless the Expiration Date is
extended as provided in the Prospectus. Tenders of Series A Notes may be
withdrawn at any time on or prior to the Expiration Date or as otherwise
provided in the Prospectus. We also request that you confirm that we may on
your behalf make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Series A Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any Series B Notes to be received by the holder are being acquired
in the ordinary course of its business, and (iii) the holder is not engaged in,
does not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Series B Notes. If the
tendering holder is a broker-dealer that will receive Series B Notes for its own
account in exchange for Series A Notes, we will represent on behalf of such
broker-dealer that the Series A Notes to be exchanged for the Series B Notes
were acquired by it as a result of market-making activities or other trading
activities, and acknowledge on behalf of such broker-dealer that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Series B Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Series B Notes, such broker-dealer is not
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
If you wish to have us tender Series A Notes held by us for your account or
benefit pursuant to the Exchange Offer, please so instruct us by completing,
executing and returning to us the enclosed Instruction to Registered Holder
and/or Book-Entry Transfer Facility Participant from Owner. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Series A Notes held by us for your account or
benefit.
Very truly yours,
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