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COURT SQUARE CAPITAL LIMITED
399 PARK AVENUE
NEW YORK, N.Y. 10043
December 22, 2000
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Attention: Thomas J. Snyder
Dear Tom:
This will confirm the information I conveyed to you this morning. Court
Square Capital Limited ("Court Square") proposes to make an offer to acquire all
of the issued and outstanding shares of Delco Remy International, Inc. ("Delco
Remy") at a price of $8 cash per share.
To effect this offer, we intend to commence a tender offer for any and all
of the stock of Delco Remy that we or certain of our affiliates do not currently
own. The offer will not be subject to a financing condition. We anticipate
that Delco Remy's management will be given the opportunity to participate in the
continuing ownership of the company.
Our offer will assume that the current debt financing of Delco Remy will
remain in place upon consummation of the offer. The offer will be subject to
customary conditions, including regulatory approvals and the absence of any
material adverse change in the business of Delco Remy.
We believe that our offer represents fair value for Delco Remy stockholders
and would like the opportunity to discuss it further as soon as possible. We
are proud to have been among the founding investors in Delco Remy and are
optimistic about its future. We have been and continue to be strong supporters
of Delco Remy and its management team.
Sincerely,
COURT SQUARE CAPITAL LIMITED
By: /s/ Michael A. Delaney
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Name: Michael A. Delaney
Title: Vice President
