AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 to the Agreement and Plan of Merger (the "Amendment") dated as of March 7,
2001 by and among Court Square Capital Limited, a Delaware corporation ("Parent"), DRI Acquisition LLC, a
Delaware limited liability company and a subsidiary of Parent (the "Purchaser"), and Delco Remy International,
Inc., a Delaware corporation (the "Company") amends the Agreement and Plan of Merger dated as of February
7, 2001 (the "Agreement") by and among Parent, the Purchaser and the Company.
The parties hereto are parties to the Agreement and desire to amend the Agreement in accordance with the
requirements of Section 8.1 thereof and upon the terms and conditions and in the manner set forth below.
In consideration of the respective covenants contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions; References. Unless otherwise defined herein, capitalized terms used herein without definition shall
have the meanings ascribed to them in the Agreement. Each reference to "hereof" "hereunder," "herein," and
"hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the Agreement as amended by this
Amendment No. 1.
2. Section 1.4 of the Agreement. The second sentence of Section 1.4 of the Agreement is hereby amended to
read, in its entirety, as follows:
"At the Effective Time, (x) the Certificate of Incorporation of the Company, as amended and restated
concurrently with the Effective Time and (y) the By-laws of the Company, as in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter
amended as provided by law, the Certificate of Incorporation and such By-laws."
3. Section 2.1 of the Agreement. The preamble to Section 2.