SALTON SEA FUNDING CORPORATION
OFFER TO EXCHANGE ITS REGISTERED
7.02% SENIOR SECURED SERIES D NOTES DUE MAY 30, 2000
FOR ANY AND ALL OF ITS OUTSTANDING
7.02% SENIOR SECURED SERIES D NOTES DUE MAY 30, 2000;
OFFER TO EXCHANGE ITS REGISTERED
8.30% SENIOR SECURED SERIES E BONDS DUE MAY 30, 2011
FOR ANY AND ALL OF ITS OUTSTANDING
8.30% SENIOR SECURED SERIES E BONDS DUE MAY 30, 2011;
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER 10, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 1996.
July 30, 1996
To Our Clients:
Enclosed for your consideration is a Prospectus dated July 29, 1996 (as
the same may be amended or supplemented from time to time, the "Prospectus")
and a related Letter of Transmittal (the "Letter of Transmittal") in
connection with the offer (the "Exchange Offer") by Salton Sea Funding
Corporation (the "Company") to exchange (i) its 7.02% Senior Secured Series D
Notes Due May 30, 2000 ("New Series D Securities") for an equal principal
amount of its outstanding 7.02% Senior Secured Series D Notes Due May 30,
2000 ("Old Series D Securities"), of which $70,000,000 aggregate principal
amount is outstanding, and (ii) its 8.30% Senior Secured Series E Bonds Due
May 30, 2011 ("New Series E Securities" and collectively with the New Series
D Securities, "New Securities") for an equal principal amount of its
outstanding 8.30% Senior Secured Series E Bonds Due May 30, 2011 ("Old Series
E Securities" and collectively with the Old Series D Securities, "Old
Securities") of which $65,000,000 aggregate principal amount is outstanding.
The New Securities are being offered for exchange in order to satisfy certain
obligations of the Company under the Exchange and Registration Rights
Agreement, dated June 20, 1996, among the Company and other signatories
thereto.
Holders of Old Securities whose certificates for such Old Securities are
not immediately available or who cannot deliver their certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date (as defined below), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their certificates according to the
guaranteed delivery procedures set forth in "The Exchange Offer-Procedures
for Tendering" section of the Prospectus.
THE MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF OLD
SECURITIES CARRIED BY US FOR YOUR ACCOUNT OR BENEFIT BUT NOT REGISTERED IN
YOUR NAME. A TENDER OF ANY OLD SECURITIES MAY BE MADE ONLY BY US AS THE
REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender
any or all Old Securities, pursuant to the terms and conditions set forth in
the Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your Old
Securities.
YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN
ORDER TO PERMIT US TO TENDER OLD SECURITIES 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 September 10, 1996, unless extended by the Company
(the "Expiration Date"). Any Old Securities tendered pursuant to the Exchange
Offer may be withdrawn, subject to the procedures described in the
Prospectus, at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
Please note the following:
1. The Exchange Offer is for any and all Old Securities.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Procedures for
Tendering."
3. Any transfer taxes incident to the transfer of Old Securities from the
holder to the Company will be paid by the Company, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on the
Expiration Date.
If you wish to have us tender any or all of your Old Securities held by us
for your account or benefit, please so instruct us by completing, executing
and returning to us the instruction form that appears below. THE ACCOMPANYING
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND
MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD SECURITIES HELD BY US AND
REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Salton
Sea Funding Corporation with respect to its Old Securities.
This will instruct you to tender the Old Securities held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Old Securities held by you for my account as indicated
below:
[ ] Please do not tender any Old AGGREGATE PRINCIPAL AMOUNT OF
Securities held by you for my OLD SECURITIES
account ---------------------------------
---------------------------------
Dated: , 1996
---------
---------------------------------
Signature(s)
---------------------------------
---------------------------------
---------------------------------
Please Print Name(s) here
---------------------------------
---------------------------------
Address(es)
---------------------------------
Area Code(s) and Telephone
Number(s)
---------------------------------
Tax Identification or Social
Security No(s)
None of the Old Securities held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Old Securities held
by us for your account.