LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9% SENIOR SUBORDINATED NOTES DUE 2009
OF
DURA OPERATING CORP.
PURSUANT TO THE PROSPECTUS DATED AUGUST 9, 1999
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
TIME, ON SEPTEMBER 8, 1999 UNLESS EXTENDED (THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
THE PRINCIPAL EXCHANGE AGENT FOR THIS EXCHANGE OFFER IS U.S. BANK TRUST NATIONAL
ASSOCIATION
REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER OR HAND:
U.S. Bank Trust National Association U.S. Bank Trust National Association
180 E. 5(th) Street 180 E. 5(th) Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attn: Specialized Finance Department Attn: Specialized Finance Department
TO CONFIRM BY TELEPHONE OR FOR INFORMATION: BY FACSIMILE TRANSMISSION:
(651) 244-1572 (651) 244-1537
THE EXCHANGE AGENT IN LUXEMBOURG IS THE INDUSTRIAL BANK OF JAPAN (LUXEMBOURG)
S.A.
REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER OR HAND:
The Industrial Bank of Japan (Luxembourg) S.A. The Industrial Bank of Japan (Luxembourg) S.A.
6 Rue Jean Monnet 6 Rue Jean Monnet
P.O. Box 68 P.O. Box 68
L-2010 Luxembourg L-2010 Luxembourg
Attn: Securities Agent Group Attn: Securities Agent Group
TO CONFIRM BY TELEPHONE OR FOR INFORMATION: BY FACSIMILE TRANSMISSION:
352 42 16 17 550 362 42 16 17 448
FOR QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR OTHER INFORMATION, YOU
MAY CONTACT EITHER OF THE EXCHANGE AGENTS.
The recipient of this Letter of Transmittal hereby acknowledges receipt of
the Prospectus dated August 9, 1999 (as it may be supplemented and amended from
time to time, the "PROSPECTUS") of Dura Operating Corp. (the "ISSUER"), and this
Letter of Transmittal (the "LETTER OF TRANSMITTAL"), which together constitute
the Issuer's offer (the "EXCHANGE OFFER") to exchange [EURO]1,000 in principal
amount of its 9% Senior Subordinated Notes due 2009 (the "EXCHANGE NOTES"),
which have been registered under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), pursuant to a Registration Statement, for each [EURO]1,000 in
principal amount of its outstanding 9% Senior Subordinated Notes due 2009 (the
"OLD NOTES"). Capitalized terms used but not defined herein have the meaning
ascribed to them in the Prospectus.
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Old Notes validly tendered and not withdrawn and the
issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Issuer shall be deemed to have accepted for
exchange validly tendered Old Notes when, as and if the Issuer has given written
notice thereof to the Exchange Agent.
In connection with the Exchange Offer by the Issuer, Book-Entry Interests in
the depository interests in the Old Notes ("OLD BOOK-ENTRY INTERESTS") may be
tendered in exchange for Book-Entry Interests in the depository interests in the
Exchange Notes which are traded through the facilities of Morgan Guaranty Trust
Company of New York, Brussels office, as operator of Euroclear System
("EUROCLEAR") and CedelBank, Societe Anonyme ("CEDELBANK" and, together with
Euroclear, each a "BOOK-ENTRY TRANSFER FACILITY"). References herein to Old
Notes include Old Book-Entry Interests and references to Exchange Notes include
Exchange Book-Entry Interests.
An electronic instruction relating to the Exchange Offer must be sent to a
Book-Entry Transfer Facility in accordance with their procedures in order to
tender Old Notes. All deliveries of Old Notes must be made in accordance with
their procedures and pursuant to the procedures set forth in the Prospectus.
Upon receipt of an electronic transfer from a holder of Old Notes (a
"TENDERING HOLDER"), the Book-Entry Transfer Facility will block the position of
Old Notes that the Tendering Holder of the Old Notes has requested to exchange
and upon completion of the Exchange Offer and upon confirmation of receipt of
the Exchange Notes, the Book-Entry Transfer Facility will simultaneously
transfer the Old Notes out of the participant's accounts and replace them with
an equivalent amount of Exchange Notes. By sending such electronic instruction,
the holder of the Old Notes acknowledges and agrees to be bound by the terms of
this Letter of Transmittal, the respective participant of the Book-Entry
Transfer Facility confirms on behalf of itself and the beneficial owners of such
Old Notes all provisions of the Letter of Transmittal applicable to it and such
beneficial owners as fully as if it had completed the information required
herein and executed and transmitted this Letter of Transmittal to the Exchange
Agent.
The Instructions included with this Letter of Transmittal must be followed
in their entirety. Questions and requests for assistance or for additional
copies of this Prospectus or this Letter of Transmittal may be directed to the
Exchange Agent, at the address listed above.
EACH PARTICIPANT IN A BOOK-ENTRY TRANSFER FACILITY TRANSMITTING AN
INSTRUCTION TO EXCHANGE OLD NOTES FOR EXCHANGE NOTES THROUGH A BOOK-ENTRY
TRANSFER FACILITY, ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF THE OLD NOTES
TENDERED THEREBY, ACKNOWLEDGES RECEIPT OF THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE EXCHANGE
OFFER AS SET FORTH IN THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL.
LADIES AND GENTLEMEN:
The Tendering Holder of Old Notes wishing to accept the Exchange Offer
hereby irrevocably constitutes and appoints the Exchange Agent as the true and
lawful agent and attorney in fact of the Tendering Holder with respect to the
Old Notes, with full power of substitution (such power of attorney being deemed
to be an irrevocable power coupled with an interest), to (i) cause ownership of
the Old Notes to be canceled upon acceptance by the Issuer of the Old Notes
pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Old Notes, all in accordance
with the terms of the Exchange Offer.
The Tendering Holder understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
Tendering Holder and the Issuer upon the terms and subject to the conditions of
the Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering--Withdrawal of Tenders of Euro Notes Deposited with Euroclear." All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Tendering Holder and any beneficial owner(s), and every
obligation of the Tendering Holder or any beneficial owner(s) hereunder shall be
binding upon the heirs, representatives, successors, and assigns of the
Tendering Holder and such beneficial owner(s).
The Tendering Holder hereby represents and warrants that the Tendering
Holder has full power and authority to tender, exchange, assign, and transfer
the Old Notes and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances, and
adverse claims when the Old Notes are acquired by the Issuer as contemplated
herein. The Tendering Holder and each beneficial owner will, upon request,
execute and deliver any additional documents reasonably requested by the Issuer
or the Exchange Agent as necessary or desirable to complete and give effect to
the transactions contemplated hereby.
The Tendering Holder also acknowledges that this Exchange Offer is being
made by the Issuer in reliance on an interpretation by the staff of the
Securities and Exchange Commission (the "SEC"), as set forth in no-action
letters issued to third parties, that the Exchange Notes issued in exchange for
the Old Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof (other than a broker-dealer, as set
forth below, or any such Tendering Holder that is an "affiliate" of the Issuer
within the meaning of Rule 405 under the Securities Act of 1933, as amended (the
"SECURITIES ACT")) without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such Tendering Holder's business and such
Tendering Holders have no arrangement with any person to participate in the
distribution (within the meaning of the Securities Act) of such Exchange Notes.
By tendering, each Tendering Holder of Old Notes represents to the Issuer that
(i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not
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such person is such Tendering Holder, (ii) neither the Tendering Holder of Old
Notes nor any such other person is engaged in or intends to participate in a
distribution of such Exchange Notes (iii) if the Tendering Holder is not a
broker-dealer or is a broker-dealer but will not receive Exchange Notes for its
own account in exchange for Old Notes, neither the Tendering Holder nor any such
other person is engaged in or intends to participate in a distribution of such
Exchange Notes and (iv) neither the Tendering Holder nor any such other person
is an "affiliate" of the issuer within the meaning of Rule 405 under the
Securities Act. By tendering, such Tendering Holder that is a broker-dealer
(whether or not it is also an "affiliate") that will receive Exchange Notes for
its own account pursuant to the Exchange Offer, represents that the Old Notes to
be exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, such Tendering Holder will not he deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. The
Tendering Holder acknowledges that in reliance on an interpretation by the staff
of the SEC, a broker-dealer may fulfill his prospectus deliver requirements with
respect to the Exchange Notes (other than a resale of an unsold allotment from
the original sale of the Old Notes) with the Prospectus which constitutes part
of this Exchange Offer.
IMPORTANT: THE ELECTRONIC TENDER OF OLD NOTES THROUGH THE ELECTRONIC TENDER
SYSTEMS OF EUROCLEAR AND/OR CEDEL, AS APPLICABLE, MUST BE RECEIVED BY EUROCLEAR
AND/ OR CEDELBANK BY THE TIME SPECIFIED IN THE BOOK-ENTRY TRANSFER FACILITY
PROCEDURES FOR FORWARDING BY THE BOOK-ENTRY TRANSFER FACILITY PRIOR TO 5:00 P.M.
NEW YORK TIME, ON THE EXPIRATION DATE.
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DURA OPERATING CORP.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL. This Letter of Transmittal is to be
read by the beneficial owners of Old Notes who wish to exchange their Old
Notes pursuant to the Exchange Offer. For a Tendering Holder to properly
tender Old Notes pursuant to the Exchange Offer, a properly completed
electronic tender message sent to Euroclear and/or CedelBank, must be
received pursuant to Euroclear and/or CedelBank procedures on a date certain
before the Expiration date for transmittal by Euroclear and/or CedelBank
prior to 5:00 p.m., New York time, on the Expiration Date. Neither the
Issuer nor the Exchange Agent is under any obligation to notify any
tendering holder of the Issuer's acceptance of Old Notes prior to the
closing of the Exchange Offer. In addition, U.S. Tendering Holders must
complete and return an Internal Revenue Service Form W-9(an "IRS FORM W-9").
See Instruction 4. Delivery of the Old Notes will be deemed made only when
actually received or confirmed by the Exchange Agent.
2. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of [EURO]1,000 in principal amount. If less than the entire
principal amount of Old Notes held by the Tendering Holder is tendered, the
Tendering Holder should fill out the applicable items in the electronic
tender message sent to Euroclear and/or CedelBank. The entire principal
amount of Old Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated.
3. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any, applicable
to the exchange of Old Notes pursuant to the Exchange Offer. If, however, a
transfer tax is imposed for any reason other than the transfer and exchange
of Old Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other
person) will be payable by the Tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with the
electronic message sent to Euroclear and/or CedelBank, the amount of such
transfer taxes will be billed directly to such Tendering Holder.
4. U.S. BACKUP TAX WITHHOLDING AND INTERNAL REVENUE SERVICE FORM W-9. Under the
United States federal income tax laws, payments made to United States
persons on account of Exchange Notes issued pursuant to the Exchange Offer
may be subject to backup withholding at a rate of 31%. In order to avoid
such backup withholding, a Tendering Holder that is a United States person
may be required to complete and sign an IRS Form W-9 and provide it to [U.S.
BANK TRUST NATIONAL ASSOCIATION,] as payor. Certain holders (including,
among others, corporation and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, such Tendering Holder
must submit an IRS Form W-9 to the payor, signed under penalties of perjury
and must attest to that individual's exempt status.
5. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Old Notes will be
determined by the Issuer in its sole discretion, which determination will be
final and binding. The Issuer reserves the right to reject any and all Old
Notes not validly tendered or any Old Notes the Issuer's acceptance of which
would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer
also reserves the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of Old Notes or as to any 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 the Issuer shall
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within
such time as the Issuer shall determine. Neither the Issuer, the Exchange
Agent nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of Old Notes, nor shall
any of them incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects
or irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the
Exchange Agent to the Tendering Holders, unless otherwise provided in this
Letter of Transmittal, as soon as practicable following the Expiration Date.
6. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to amend, waive
or modify any of the conditions in the Exchange Offer in the case of any Old
Notes.
7. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or contingent
tender of Old Notes will be accepted.
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8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Tendering Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning
the Exchange Offer.
9. ACCEPTANCE OF OLD NOTES AND ISSUANCE OF STERLING EXCHANGE NOTES; RETURN OF
OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the
Issuers will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Issuer shall be deemed to have accepted Old Notes when, as and if the Issuer
has given written or oral notice (immediately followed in writing) thereto
the Exchange Agent.
10. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer--Procedures
for Tendering--Withdrawal of Tenders of Euro Notes Deposited with
Euroclear."
11. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal shall be
deemed to be incorporated in and acknowledged and accepted by any tender
through procedures established by a Book-Entry Transfer Facility by any
participant in the Book-Entry Transfer Facility on behalf of itself and the
beneficial owners of any Old Notes so tendered.
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