NOTICE OF GUARANTEED DELIVERY
FOR
10-5/8% SENIOR SUBORDINATED NOTES DUE 2006
DELCO REMY INTERNATIONAL, INC.
As set forth in the Prospectus dated December __, 1997 (the "Prospectus")
of DELCO REMY INTERNATIONAL, INC. (the "Company") and in the accompanying Letter
of Transmittal and instructions thereto (the "Letter of Transmittal"), this form
or one substantially equivalent hereto must be used to accept the Company's
offer to exchange (the "Exchange Offer") all of its outstanding 10-5/8% Senior
Subordinated Notes Due 2006 (the "Existing Notes") for its 10-5/8% Senior
Subordinated Notes Due 2006, which have been registered under the Securities Act
of 1933, as amended (the "Exchange Notes"), if certificates for the Existing
Notes are not immediately available or if the Existing Notes, the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or the procedure for book-entry transfer cannot be completed,
prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in
the Prospectus). This form may be delivered by an Eligible Institution by hand
or transmitted by facsimile transmission, overnight courier or mail to the
Exchange Agent as set forth below. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON _______,
1998, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
To: National City Bank, The Exchange Agent
By Registered or Certified Mail: By Overnight Courier:
National City Bank National City Bank
P.O. Box 94720 4100 West 150th Street
Cleveland, OH 44101-4720 3rd Floor North Annex - Corporate Trust Operations
Cleveland, OH 44135
By Hand: By Facsimile:
National City Bank (216) 476-8508
4100 West 150th Street
3rd Floor North Annex - Corporate Trust Operations Confirm by telephone:
Cleveland, OH 44135 (800) 622-6757
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Existing Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to DELCO REMY INTERNATIONAL, INC., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, $_________ principal amount of Existing Notes pursuant to the
guaranteed delivery procedures set forth in Instruction 1 of the Letter of
Transmittal.
The undersigned acknowledges that tenders of Existing Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned acknowledges that tenders of Existing Notes pursuant to
the Exchange Offer may not be withdrawn after 5:00 P.M., New York City time, on
the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assignees, trustees in bankruptcy and
other legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s) for Existing Notes Name(s) of Record Holder(s)
(if available)
_____________________________________ ____________________________
____________________________
PLEASE PRINT OR TYPE
Principal Amount of Existing Notes Address ____________________
___________________________________ _____________________________
Area Code and Tel. No. _______
Signature(s)
______________________________
Dated: ________________________
If Existing Notes will be
delivered by book-entry transfer
at the Depository Trust Company,
Depository Account No.
________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Notes exactly as its (their) name(s) appear on
certificates for Existing Notes or on a security position listing as the owner
of Existing Notes, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:
Please print name(s) and address(es)
Name(s): __________________________________________________________________
Capacity: __________________________________________________________________
Address(es): _______________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a)
represents that the above named person(s) "own(s)" the Existing Notes tendered
hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents
that such tender of Existing Notes complies with Rule 14e-4 under the Exchange
Act and (c) guarantees that delivery to the Exchange Agent of certificates for
the Existing Notes tendered hereby, in proper form for transfer (or confirmation
of the book-entry transfer of such Existing Notes into the Exchange Agent's
Account at the Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the Prospectus), with delivery of a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) with any required signatures and any other required documents, will be
received by the Exchange Agent at one of its addresses set forth above within
five New York Stock Exchange ("NYSE") trading days after the execution of this
Notice of Guaranteed Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm _____________________ _____________________________
Authorized Signature
Address __________________________ Name__________________________________
Please Print or Type
__________________________________
Zip Code Title_________________________________
Area Code and Tel. No. ___________ Date ________________________________
Dated: ___________________________
NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT
WITHIN FIVE NYSE TRADING DAYS AFTER THE EXECUTION OF THIS NOTICE OF GUARANTEED
DELIVERY.