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WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 1996.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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
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
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.
We are asking you to contact your clients for whom you hold Old Securities
registered in your name or in the name of your nominee. In addition, we ask
you to contact your clients who, to your knowledge, hold Old Securities
registered in their own name. The Company will not pay any fees or
commissions to any broker, dealer or other person in connection with the
solicitation of tenders pursuant to the Exchange Offer. You will, however, be
reimbursed (upon request) by the Company for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Company will pay all transfer taxes, if any, applicable to the
tender of Old Securities to it or its order, except as otherwise provided in
the Prospectus and the Letter of Transmittal.
Enclosed herewith for your information and for forwarding to your clients
for whom you hold Old Securities registered in your name or in the name of
your nominee, or who hold Old Securities registered in their own name, are
copies of the following documents:
1. The Prospectus dated July 29, 1996;
2. The Letter of Transmittal for your use in connection with the tender
of the Old Securities and for the information of your clients. Facsimile
copies of the Letter of Transmittal may be used to tender Old Securities;
3. A form of letter that may be sent to your clients for whose accounts
you hold Old Securities registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions with
regard to the Exchange Offer;
4. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Securities are not immediately available or
time will not permit all required documents to reach the Exchange Agent
(as defined below) prior to the Expiration Date (as defined below) or if
the procedures for book-entry transfer cannot be completed on a timely
basis;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to Chemical Trust Company of California
(the "Exchange Agent"), the exchange agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. 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.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Securities should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
If holders of Old Securities wish to tender, but it is impracticable for
them to forward their certificates for Old Securities prior to the Expiration
Date or to comply with the book-entry transfer procedures on a timely basis,
a tender may be effected by following the guaranteed delivery procedures
described in "The Exchange Offer--Procedures for Tendering" section of the
Prospectus.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent at its address and telephone number set forth on the back
cover of the Prospectus.
Very truly yours,
Salton Sea Funding Corporation
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH
RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.