Mark IV Industries, Inc. Announces Amendment to Tender Offer and Consent Solicitation for Its 7 1/2% Senior Subordinated Notes Due 2007 to Increase Tender Offer Consideration and Extend Consent Solicitation

AMHERST, N.Y.--May 23, 2006--Mark IV Industries, Inc. (the "Company") announced today that it is amending its previously announced offer to purchase for cash any and all of its outstanding $250,000,000 aggregate principal amount of 7 1/2% Senior Subordinated Notes due 2007 (the "Notes") and the related solicitation of consents from holders of the Notes to, among other things, eliminate substantially all of the restrictive covenants in the indenture under which the Notes were issued (the "Indenture"). The tender offer and the consent solicitation were commenced on May 15, 2006 and are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 15, 2006 and the related Consent and Letter of Transmittal (together, the "Offer Documents" and, as amended by the next two paragraphs, the "Amended Offer Documents").

The Company has increased the tender offer consideration by $10 per $1,000 in principal amount of Notes. As amended, the total consideration offered to be paid in cash is $1,020 for each $1,000 in principal amount of Notes validly tendered and accepted for purchase in the tender offer. The total consideration includes a consent payment equal to $20 per $1,000 in principal amount of Notes (the "Consent Payment"). Holders who validly tender their Notes on or prior to the Consent Expiration Date (as defined below) will be eligible to receive the total consideration. As amended, holders who validly tender their Notes after the Consent Expiration Date, but on or prior to the Offer Expiration Date (as defined below), will be eligible to receive $1,000 for each $1,000 principal amount of Notes validly tendered, namely an amount equal to the total consideration less the Consent Payment. In either case, all Holders will receive in respect of their Notes that are purchased pursuant to the tender offer accrued and unpaid interest on such Notes up to, but not including, the date of settlement.

The Company also has extended the consent solicitation. As amended, the consent solicitation will expire at 5:00 p.m. New York City time, on June 2, 2006, unless earlier terminated or extended (such date and time, as the same may be extended, the "Consent Expiration Date").

No other change to the tender offer or consent solicitation has been made. The tender offer will expire at 8:00 a.m. New York City time, on June 13, 2006, unless terminated or extended (such date and time, as the same may be extended, the "Offer Expiration Date").

Holders who tender their Notes must consent to the proposed amendments to the indenture. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Expiration Date. The tender offer is subject to the satisfaction of certain conditions, including receipt of consents sufficient to approve the proposed amendments to the Indenture and the refinancing of certain indebtedness of the Company having occurred or occurring substantially concurrent with the Offer Expiration Date.

Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and as the Solicitation Agent for the consent solicitation and can be contacted at (212) 272-5112 (collect) or (877) 696-BEAR (toll free). D. F. King & Co., Inc. is the Information Agent and can be contacted at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (toll free). Copies of the Offer Documents and other related documents may be obtained from the Information Agent.

The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the Amended Offer Documents. The tender offer and consent solicitation are being made solely by the Company's Amended Offer Documents. This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The tender offer is being made only to such persons and in such jurisdictions as are permitted under applicable law. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

About Mark IV Industries, Inc.

Headquartered in Amherst, NY, Mark IV Industries, Inc. (www.mark-iv.com) is a leading global diversified manufacturer of highly engineered systems and components for transportation infrastructure, vehicles and equipment. The Company's systems and components are designed to promote a cleaner and safer environment and include advanced radio frequency, information display, diesel and gasoline engine, power transmission, air admission and fuel and fluid handling technologies. Applications for the Company's products include improving traffic flow and powering small vehicles, industrial and commercial vehicles and equipment and automobiles. The Company has a global marketing and manufacturing footprint.

Safe Harbor Statement

Certain statements in this press release may contain forward-looking statements concerning the tender offer and the consent solicitation. These statements are based on the Company's current expectations and the Company can give no assurance that such expectations will prove to be correct.