EXHIBIT 99.2
----------------------
FORM OF
LETTER OF TRANSMITTAL
for
11 1/4% First Mortgage Notes due 2004
of
SUN WORLD INTERNATIONAL, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON,______________, 1997 (the "EXPIRATION DATE") UNLESS EXTENDED.
EXCHANGE AGENT:
IBJ SCHRODER BANK & TRUST COMPANY
By Hand/Overnight Express:
IBJ Schroder Bank & Trust
Company
One State Street
New York, New York 10004
Attention: Securities
Processing
Window, Subcellar One (SC-1)
By Mail:
(insured or registered mail
recommended)
IBJ Schroder Bank & Trust
Company
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization
Operations Department
By Facsimile Transmission:
(212) 858-2611
(For Eligible Institutions Only)
To Confirm receipt:
(212) 858-2103
Delivery of this Letter of Transmittal to an address other than as
set forth above or transmission of instructions via facsimile
transmission to a number other than as set forth above will not
constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus, dated
____________, 1997 (the "Prospectus"), of Sun World International, Inc.
("Sun World"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe Sun World's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 11 1/4% First
Mortgage Notes due 2004 (the "Exchange Notes") for each $1,000 principal
amount of its outstanding 11 1/4% First Mortgage Notes due 2004 (the
"Old Notes"). Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.
The undersigned has checked the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned
desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE
EXCHANGE AGENT.
List below the Old Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate
Numbers and Principal Amounts should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
Aggregate
Name(s) and Principal
Address(es)of Amount Principal
Registered Holder(s) Certificate Represented Amount
(Please fill in) Number(s) by Old Notes* Tendered**
____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_________________________Total_______________________________________
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have
tendered the full aggregate principal amount represented by such
Old Notes. See instruction 2.
This Letter of Transmittal is to be used whether the Old Notes
are to be physically delivered herewith or whether guaranteed
delivery procedures or book-entry delivery procedures are being used,
pursuant to the procedures set forth in "The Exchange Offer -
Tender Procedure " in the Prospectus. If delivery
of Old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Depository"), this Letter of Transmittal need not be manually
executed, provided, however, that tenders of Old Notes must be
effected in accordance with the procedures mandated by the Depository
and the procedures set forth in the Prospectus under the caption "The
Exchange Offer - Tender Procedure."
Registered holders whose Old Notes are not immediately available
or who cannot deliver their Old Notes and all other required
documents to the Exchange Agent on or prior to the Expiration Date,
or if the procedures for delivery by book-entry transfer cannot be
completed on a timely basis, may tender their Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer - Tender Procedure."
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH THE BOOK ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: ____________________________
Broker-dealers who did not so acquire Old Notes are not eligible to
participate in the Exchange Offer
/ / The Depository Trust Company
Account Number: ______________________________________________
Transaction Code Number: ______________________________________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY AND DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): _________________________________
Name of Eligible Institution that Guaranteed Delivery: _________
Date of Execution of Notice of Guaranteed Delivery: ___________
If Delivered by Book-Entry Transfer:
Account Number: _______________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _______________________________________________________
Address: ______________________________________________________
(Including Zip Code)
If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage
in, a distribution of Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in
exchange for Old Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). Broker-dealers who did not so
acquire Old Notes are not eligible to participate in the Exchange
Offer.
SPECIAL EXCHANGE INSTRUCTIONS
(See Instructions 4 and 5)
/ / CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON
OTHER THAN THE PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name: ____________________________________________________
Address: ___________________________________________________
(Including Zip Code)
Employer Identification or Social Security Number
(Complete the Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)
/ / CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS
DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF
TRANSMITTAL:
Name: ____________________________________________
Address: ______________________________________________________
(Including Zip Code)
- ---------------------------------------------------------------------
Employer Identification or Social Security Number
(Complete the Substitute Form W-9)
PAYER'S NAME: ______________________
SUBSTITUTE | Part 1--PLEASE PROVIDE YOUR TIN IN | Social Security Number
| THE BOX AT THE RIGHT AND CERTIFY |
Form W-9 | BY SIGNING AND DATING BELOW | OR____________________
| | Employer Identification
Department | | Number
of the | ------------------------------------------------------------
Treasury | Service Part 2--Please check the box at the right if you have
Internal | applied and are awaiting receipt of, your TIN / /
Revenue |
Payer's |
Request |
for Tax- |
Payer |
Identification
Number (TIN|
- -------------------------------------------------------------------------
Certification--under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not
been notified by the IRS that I am subject to backup withholding as
a result of a failure to report all interests or dividends, or the
IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item
(2). (Also see Certification under Specific Instructions in the enclosed
Guidelines.)
SIGNATURE_______________________________DATE______________________, 1997
IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9, YOU MUST
SIGN AND DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer
Identification Number has not been issued to me, and that I mailed or
delivered an application to receive a Taxpayer Identification Number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a Taxpayer
Identification Number to the payer, 31% of all payments made to me
pursuant to this Exchange Offer shall be retained until I provide a Tax
Identification Number to the payer and that, if I do not provide my
Taxpayer Identification Number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as backup
withholding and 31% of all reportable payments made to me thereafter will
be withheld and remitted to the Internal Revenue service until I provide
a Taxpayer Identification Number.
SIGNATURE_______________________________DATE______________________, 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to Sun World the principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, Sun World all
rights, title and interest in and to such Old Notes. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent the true
and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent acts as the agent of Sun World in
connection with the Exchange Offer) with respect to the Old Notes to be
assigned, transferred and exchanged with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest). The undersigned represents and warrants that it has full
power and authority to tender, exchange, assign and transfer the Old
Notes tendered hereby and to acquire Exchange Notes issuable upon the
exchange of such tendered Old Notes, and that, when the same are accepted
for exchange, Sun World will acquire good and unencumbered title to the
tendered Old Notes, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The
undersigned also warrants that it will, upon request, execute and deliver
any additional documents deemed by the Exchange Agent to be necessary or
desirable to complete the exchange, assignment and transfer of the Old
Notes tendered hereby or transfer ownership of such Old Notes on the
account books maintained by the book-entry transfer facility.
The Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Exchange Offer - Conditions to the
Exchange Offer." The undersigned recognizes that as a result of these
conditions (which may be waived by Sun World, in whole or in part, in the
reasonable judgment of Sun World), as more particularly set forth in the
Prospectus, Sun World may not be required to exchange any of the Old
Notes tendered hereby and, in such event, the Old Notes not exchanged
will be returned to the undersigned at the address shown above.
The undersigned acknowledges that the Exchange Offer is being made
in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "Commission") that the Exchange Notes issued
pursuant to the Exchange Offer in exchange for the Old Notes may be
offered for resale, resold and otherwise transferred by holders thereof
(other than (i) a broker-dealer who purchased Old Notes directly from Sun
World for resale pursuant to Rule 144A under the Securities Act or (ii) a
person that is an "affiliate" of Sun World within the meaning of Rule 405
under the Securities Act) provided that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of such
Exchange Notes. See Morgan Stanley & Co., Inc. (available June 5, 1991)
and Exxon Capital Holdings Corporation (available May 13, 1988); and "The
Exchange Offer - Terms of the Exchange" in the Prospectus.
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT SUN WORLD RESERVES THE
RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF SUN
WORLD DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT SUCH
ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder,
represents, or, if the undersigned is a broker, dealer, commercial bank,
trust company or other nominee, represents that it has received
representations from the beneficial owners of the Old Notes stating that
(i) the Exchange Notes to be acquired in connection with the Exchange
Offer are being acquired in the ordinary course of business, (ii) the
holder is not participating, does not intend to participate, and has
no arrangement or understanding with any person to participate, in
the distribution of the Exchange Notes, (iii) the holder acknowledges
and agrees that any person participating in the Exchange Offer for
the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction of the Exchange
Notes acquired by such person and cannot rely on the position of the
staff of the Commission set forth in no-action letters that are
discussed in the Prospectus under the caption "The Exchange Offer -
Terms of the Exchange," (iv) that if the holder is a broker-dealer
that acquired Old Notes as a result of market-making or other trading
activities, it will deliver a prospectus in connection with any resale
of Exchange Notes acquired in the Exchange Offer, (v) the holder
understands that a secondary resale transaction described in clause
(iii) above should be covered by an effective registration statement
containing the selling security holder information required by Item 507
of Regulation S-K of the Securities Act and (vi) is not an "affiliate,"
as defined under Rule 405 of the Securities Act, of Sun World except as
otherwise disclosed to Sun World in writing.
In addition, if the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in
exchange for Old Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will
deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. Broker-dealers who did not so
acquire Old Notes are not eligible to participate in the Exchange Offer.
All authority herein conferred or agreed to be conferred by this
Letter of Transmittal and every obligation of the undersigned hereunder
shall be binding upon the heirs, legal representatives, successors and
assigns, executors, administrators and trustees in bankruptcy of the
undersigned and shall survive the death or incapacity of the undersigned.
Tendered Old Notes may be withdrawn at any time prior to the Expiration
Date in accordance with the terms of the Letter of Transmittal.
The undersigned understands that tenders of the Old Notes pursuant
to any one of the procedures described under "The Exchange Offer -
Tender Procedure" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and
Sun World in accordance with the terms and subject to the conditions
of the Exchange Offer.
The undersigned understands that by tendering Old Notes pursuant to one
of the procedures described under "The Exchange Offer - Tender Procedure" in
the Prospectus and the instructions hereto, the tendering holder will be
deemed to have waived the right to receive any payment in respect of
interest on the Old Notes accrued up to the date of issuance of the
Exchange Notes.
The undersigned understands and acknowledges that Sun World reserves
the right in its sole discretion to purchase or make offers for any Old
Notes that remain outstanding subsequent to the Expiration Date in the
open market, in privately negotiated transactions, through subsequent
exchange offers or otherwise. The terms of any such purchases or offers
could differ from the terms of the Exchange Offer.
Certificates for all Exchange Notes delivered in exchange for
tendered Old Notes and any Old Notes delivered herewith but not
exchanged, and registered in the name of the undersigned, shall be
delivered to the undersigned at the address shown below the signature of
the undersigned.
ALL TENDERING HOLDER(S) SIGN HERE
(Complete accompanying Substitute Form W-9)
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Signature(s) of Holder(s)
Dated:___________________ Area Code and Telephone Number:___________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) of Old Notes. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth the full title of such person.)
See Instruction 3.
Name(s):____________________________________________________________________
___________________________________________________________________________
(Please Type or Print)
Capacity (full title):______________________________________
Address:_________________________________________________________
(Including Zip Code)
Area Code and Telephone No.:______________________________________
Taxpayer Identification or Social Security No.(s):___________________
GUARANTEE OF SIGNATURE(S)
(If Required See Instruction 3)
Authorized Signature:_________________________________________________
Name: _______________________________________________________________
Title:_________________________________________________
Address:_________________________________________________
Name of Firm:_________________________________________________
Area Code and Telephone No.:______________________________________
Dated:_________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates.
Certificates for all physically delivered Old Notes or confirmation
of any book-entry transfer to the Exchange Agent's or its agent's account
at a Book-Entry Transfer Facility of Old Notes tendered by book-entry
transfer, as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile thereof, and any other documents
required by this Letter of Transmittal, must be received by the Exchange
Agent at any of its addresses set forth herein on or prior to the
Expiration Date.
The method of delivery of the Old Notes, this Letter of Transmittal
and any other required documents is at the election and risk of the
holder. If such delivery is by mail, it is suggested that registered
mail, properly insured, with return receipt requested, be used. It is
recommended that the holders use an overnight or hand delivery service.
In all cases sufficient time should be allowed to permit timely delivery.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other required documents to the Exchange
Agent on or prior to the Expiration Date or comply with book-entry
transfer procedures on a timely basis must tender their Old Notes
pursuant to the guaranteed delivery procedure set forth in the
Prospectus under "The Exchange Offer - Tender Procedure." Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) on or prior to the Expiration Date, the Exchange
Agent must have received from such Eligible Institution a letter, telex,
telegram or facsimile transmission (receipt confirmed by telephone and
an original delivered by guaranteed overnight courier) setting forth
the name and address of the tendering holder, the names in which such
Old Notes are registered, and, if possible, the certificate numbers of
the Old Notes to be tendered; and (iii) all tendered Old Notes (or a
confirmation of any book-entry transfer of such Old Notes into the
Exchange Agent's account at a Book-Entry Transfer Facility) as well
as this Letter of Transmittal and all other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within
three business days after the Expiration Date, all as provided in the
Prospectus under the caption "The Exchange Offer - Tender Procedure."
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of
Transmittal (or manually signed facsimile thereof), shall waive any right
to receive notice of the acceptance of the Old Notes for exchange.
2. Partial Tenders; Withdrawals.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of Old Notes evidenced
by a submitted certificate is tendered, the tendering holder should fill
in the principal amount tendered in the box entitled "Principal Amount
Tendered." A newly issued certificate for the principal amount of Old
Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
clearly indicated.
Tenders of Old Notes pursuant to the Exchange Offer are irrevocable,
except that Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date. To be effective, a
written, telegraphic, telex or facsimile transmission notice of
withdrawal must be received by the Exchange Agent at one of its addresses
set forth in this Letter of Transmittal by 5:00 P.M., New York City time,
on the Expiration Date unless extended by Sun World. Any such notice of
withdrawal, the certificate number(s) of the Old Notes to be withdrawn
(except in the case of book-entry tenders), the principal amount of Old
Notes delivered for exchange or a Book-Entry Confirmation with respect to
such Old Notes and must be signed by the holder in the same manner as the
original signature on the Letter of Transmittal (including any required
signature guarantees). The signature(s) on the notice of withdrawal must
be guaranteed by an Eligible Institution unless such Old Notes have been
tendered (i) by a Registered Holder (which term for purposes of this
document shall include any participant tendering by book-entry transfer)
of Old Notes who has not completed either the box entitled "Special
Exchange Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) for the account of an
Eligible Institution. If the Old Notes have been tendered pursuant to
the procedure for book-entry tender set forth in the Prospectus under
the caption "The Exchange Offer - Tender Procedure," a notice of
withdrawal is effective immediately upon receipt by the Exchange Agent
of a written, telegraphic or facsimile transmission notice of withdrawal
even if physical release is not yet effected. In addition, such notice
must specify, in the case of Old Notes tendered by delivery of such
Old Notes, the name of the registered holder (if different from that
of the tendering holder) to be credited with the withdrawn Old Notes.
Withdrawals may not be rescinded and any Old Notes withdrawn will
thereafter be deemed not validly tendered for purposes of the Exchange
Offer. However, properly withdrawn Old Notes may be retendered by
following one of the procedures described under "The Exchange Offer -
Tender Procedure" in the Prospectus at any time on or prior to the
applicable Expiration Date.
3. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alternation,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of
Transmittal.
If any of the Old Notes tendered hereby are registered in different
names, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations
of Old Notes.
When this Letter of Transmittal is signed by the registered holder
or holders (which term, for the purposes described herein, shall include
the Book-Entry Transfer Facility whose name appears on a security listing
as the owner of the Old Notes) of Old Notes specified herein and tendered
hereby, no endorsements of certificates or separate written instruments
of transfer or exchange are required. If, however, Exchange Notes are to
be issued, or any untendered principal amount of Old Notes are to be
reissued to a person other than the registered holder, then endorsements
of any Old Notes transmitted hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Old Notes specified herein, such Old
Notes must be endorsed or accompanied by separate written instruments of
transfer or exchange in form satisfactory to Sun World and duly executed
by the registered holder, in either case signed exactly as the name or
names of the registered holder or holders appear(s) on the Old Notes.
If this Letter of Transmittal or a Notice of Guaranteed Delivery or
any certificates or separate written instruments of transfer or exchange
are signed by trustees, executors, administrators, guardians, attorneys-
in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing,
and, unless waived by Sun World, proper evidence satisfactory to Sun
World of their authority so to act must be submitted.
Except as described in this paragraph, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be
guaranteed by an Eligible Institution which is a firm which is a member
of a registered national securities exchange or the National Association
of Securities Dealers, Inc., a commercial bank or trust company having an
office or correspondent in the United States or otherwise be an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (each an "Eligible Institution"). Signatures on this Letter
of Transmittal or a notice of withdrawal, as the case may be, need not be
guaranteed if the Old Notes tendered pursuant hereto are tendered (i) by
a Registered Holder of Old Notes who has not completed either the box
entitled "Special Exchange Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the
account of an Eligible Institution.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must
be guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders should indicate in the applicable box the name and
address to which Exchange Notes and/or substitute Old Notes for the
principal amounts not exchanged are to be issued or sent, if different
from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, such Old Notes not
exchanged will be returned to the name and address of the person signing
this Letter of Transmittal.
5. Tax Identification Number and Backup Withholding.
Federal income tax law of the United States requires that a holder
of Old Notes whose Old Notes are accepted for exchange provide Sun World
with such holder's correct taxpayer identification number, which, in the
case of a holder who is an individual, is the holder's social security
number, or otherwise establish an exemption from backup withholding. If
Sun World is not provided with the holder's correct taxpayer
identification number, the exchanging holder of Old Notes may be subject
to a penalty imposed by the Internal Revenue Service. In addition,
interest on the Exchange Notes acquired pursuant to the Exchange Offer
may be subject to backup withholding in an amount equal to 31 percent of
any interest payment. If withholding occurs and results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service through the filing of a return.
To prevent backup withholding, each exchanging holder of Old Notes
subject to backup withholding must provide his correct taxpayer
identification number by completing the Substitute Form W-9 provided in
this Letter of Transmittal, certifying that the taxpayer identification
number provided is correct (or that the exchanging holder of Old Notes is
awaiting a taxpayer identification number) and that either (a) the
exchanging holder has not been notified by the Internal Revenue Service
that he is subject to backup withholding as a result of failure to report
all interest or dividends or (b) the Internal Revenue Service has
notified the exchanging holder that he is no longer subject to backup
withholding.
Certain exchanging holders of Old Notes (including, among others,
all corporations and certain foreign individuals) are not subject to
these backup withholding requirements. A foreign individual and other
exempt holders (e.g., corporations) should certify, in accordance with
the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, to such exempt status on the Substitute
Form W-9 provided in this Letter of Transmittal.
6. Transfer Taxes.
Holders tendering pursuant to the Exchange Offer will not be
obligated to pay brokerage commissions or fees or to pay transfer taxes
with respect to their exchange under the Exchange Offer unless the box
entitled "Special Exchange Instructions" in this Letter of Transmittal
has been completed, or unless the securities to be received upon exchange
are to be issued to any person other than the holder of the Old Notes
tendered for exchange. Sun World will pay all other charges or expenses
in connection with the Exchange Offer. If holders tender Old Notes for
exchange and the Exchange Offer is not consummated, such Old Notes will
be returned to the holders at Sun World's expense.
Except as provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the Old Notes listed in this
Letter of Transmittal.
7. Waiver of Conditions.
Sun World reserves the right to waive, in whole or in part, in its
reasonable judgment, any of the conditions to the Exchange Offer set
forth in the Prospectus under the caption "The Exchange Offer -
Conditions of the Exchange Offer".
8. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated
above for further instructions.
9. Validity and Acceptance of Tenders.
All questions as to the validity, form, eligibility (including time
of receipt), acceptance and withdrawal of Old Notes tendered for exchange
will be determined by Sun World in its sole discretion, which
determination shall be final and binding. Sun World reserves the
absolute right to reject any and all Old Notes not properly tendered and
to reject any Old Notes Sun World's acceptance of which might, in the
judgment of Sun World or its counsel, be unlawful. Sun World also
reserves the absolute right to waive any defects or irregularities or
conditions of the Exchange Offer as to particular Old Notes either before
or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto)
by Sun World shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Notes for
exchange must be cured within such period of time as Sun World shall
determine. Sun World will use reasonable efforts to give notification of
defects or irregularities with respect to tenders of Old Notes for
exchange but shall not incur any liability for failure to give such
notification. Tenders of the Old Notes will not be deemed to have been
made until such irregularities have been cured or waived.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter of
Transmittal, should be directed to the Exchange Agent at the address and
telephone number set forth above.
IMPORTANT: This Letter of Transmittal or a facsimile hereof
(together with certificates of Old Notes or confirmation of book-entry
transfer and all other required documents) or a Notice of Guaranteed
Delivery must be received by the Exchange Agent on or prior to the
Expiration Date.