EXHIBIT 99.3
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FORM OF
NOTICE OF GUARANTEED DELIVERY
for
Tender of all Outstanding
11 1/4% First Mortgage Notes due 2004
in Exchange for New
11 1/4% First Mortgage Notes due 2004
of
SUN WORLD INTERNATIONAL, INC.
Registered holders of outstanding 11 1/4% First Mortgage Notes due
2004 (the "Old Notes") who wish to tender their Notes in exchange for a
like principal amount of new 11 1/4% Notes due 2004 which have been
registered under the Securities Act of 1933, as amended (the "Exchange
Notes"), and whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other required documents to IBJ Schroder
Bank & Trust Company (the "Exchange Agent") prior to the Expiration Date
(as defined), or if the procedures for delivery by book-entry transfer
cannot be completed on a timely basis, may use this Notice of Guaranteed
Delivery or one substantially equivalent hereto. This Notice of
Guaranteed Delivery may be delivered by hand or sent by facsimile
transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight delivery) or mail to the Exchange Agent. See
"The Exchange Offer - Tender Procedure" in the Prospectus, dated
_______________, 1997 (the "Prospectus").
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
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 Notice of Guaranteed Delivery 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.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Prospectus),
such signature guarantee must appear in the applicable space provided on
the Letter of Transmittal for Guarantee of Signatures.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _________________________, 1997, UNLESS THE
EXCHANGE OFFER IS EXTENDED.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes
indicated below, upon the terms and subject to the conditions contained
in the Prospectus and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively
constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer - Tender
Procedure."
DESCRIPTION OF SECURITIES TENDERED
Name(s) and address(es) Principal
of registered holder as Certificate Number(s) Amount of
it apears on the Old of old Notes Tendered Old Notes
Notes Tendered Tendered
(Please Print)
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/ / 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:_____________________________________
___________________________________________________________________
/ / The Depository Trust Company
Account Number: ___________________________________________________
___________________________________________________________________
Transaction Code Number: __________________________________________
___________________________________________________________________
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in the
Prospectus), hereby (a) represents that the above named person(s)
"own(s)" the Old Notes tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended ("Rule
14e-4"), (b) represents that such tender of Old Notes complies with Rule
14e-4, and (c) guarantees to either deliver to the Exchange Agent the
certificates representing all of the Old Notes tendered hereby, in
proper form for transfer, or to deliver such Old Notes pursuant to the
procedure for book-entry transfer into the Exchange Agent's account at
The Depository Trust Company, in either case together with the Letter of
Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees in the case of a
book-entry transfer, and any other required documents, all within three
business days after the date hereof.
Name of Firm:______________________ _____________________________
(Authorized Signature)
Address:___________________________ Title:________________________
___________________________________ Name:__________________________
(Zip Code) (Please type or Print)
Area Code and Telephone Number: Date:__________________________
____________________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY, CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.