SECURITIES TRANSFER, RECAPITALIZATION AND HOLDERS AGREEMENT
SECURITIES TRANSFER, RECAPITALIZATION AND HOLDERS AGREEMENT, dated
March 14, 2001 (the "Agreement"), by and among DELCO REMY INTERNATIONAL, INC., a Delaware
corporation (the "Company"), DRI ACQUISITION CORPORATION, a Delaware corporation ("DRI
Acquisition"), COURT SQUARE CAPITAL LIMITED, a Delaware corporation ("Court Square"), WORLD
EQUITY PARTNERS, L.P., a Delaware limited partnership ("WEP"), DRI GROUP LLC, a Delaware limited
liability company ("DRI Group"), the individuals listed on the signature pages hereto as "Continuing Investors" (the
"Continuing Investors") and the individuals and entities listed on the signature pages hereto as "Management
Investors" (the "Management Investors" and together with the Continuing Investors, the "Individual Investors").
Court Square, WEP and DRI Group are sometimes referred to hereinafter individually as an "Institutional
Investor" and together as the "Institutional Investors"; and Court Square, WEP, DRI Group and the Individual
Investors are sometimes referred to hereinafter individually as an "Investor" and collectively as the "Investors."
A. DRI Acquisition is a transitory corporation formed as the successor of DRI Acquisition LLC, a Delaware
limited liability company ("DLLC"), upon the conversion of DLLC to a corporation under Delaware law (the
"Conversion"). Upon the Conversion, 100% of the membership interests in DLLC were converted into 1,000
shares of Class A Common Stock, par value $.001 per share (the "Class A Common Stock"), 904,367.5 shares
of Class C Common Stock, par value $.001 per share (the "Class C Common Stock") and 836,854.3 shares of
12% Series A Cumulative Compounding Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), of DRI Acquisition.
B. Following the Closing (as hereinafter defined) hereunder, DRI Acquisition will merge with and into the
Company (the "Merger") pursuant to the terms and conditions