EXHIBIT 2
December 3, 1997
Xxxxxx Xxxxxxx & Co. Incorporated
Credit Suisse First Boston Corporation
Salomon Brothers, Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs and Mesdames:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx
Xxxxxxx") proposes to enter into an Underwriting Agreement (the "Underwriting
Agreement") with Delco Remy International, Inc., a Delaware corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters"), of
4,000,000 shares (the "Shares") of the Class A Common Stock ($.01 par value) of
the Company (the "Class A Common Stock"). The Class A Common Stock is, together
with the Class B Common Stock ($.01 par value) of the Company (the "Class B
Common Stock"), referred to herein as the "Capital Stock".
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the final prospectus relating
to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to
sell, sell any options or contract to purchase, purchase any option or contract
to sell, grant any options, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Capital Stock or
any securities convertible into or exercisable or exchangeable for Capital Stock
or (2) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Capital
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Capital Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares
to the Underwriters pursuant to the Underwriting Agreement, (b) the exercise of
an option or warrant or the conversion of a security outstanding on the date of
the Underwriting Agreement of which the Underwriters have been advised in
writing, provided that only Capital Stock is received by the holder of such
option, warrant or security upon such exercise or
conversion, (c) any options granted or shares of Capital Stock issued pursuant
to benefit plans of the Company as in effect on the date of the Underwriting
Agreement, (d) transactions relating to shares of Capital Stock or other
securities acquired in open market transactions after the completion of the
Public Offering, (e) any purchases from any person by the Company of shares of
Capital Stock pursuant to the Securities Purchase and Holders Agreement dated
July 29, 1994, by and among the Company and the shareholders set forth therein
or (f) the conversion, in accordance with the terms thereof, of shares of Class
A Common Stock into shares of Class B Common Stock, or of shares of Class B
Common Stock into shares of Class A Common Stock. In addition, the undersigned
agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of
the Underwriters, it will not, during the period commencing on the date hereof
and ending 180 days after the date of the Prospectus, make any demand for, or
exercise any right with respect to, the registration of any shares of Capital
Stock or any security convertible into or exercisable or exchangeable for
Capital Stock, that results in the filing of a registration statement for such
shares or securities with the Securities and Exchange Commission prior to the
end of such 180-day period.
It is understood that if the Underwriting Agreement shall terminate or be
terminated prior to the payment for and delivery of the Shares, the undersigned
will automatically, and without further action, be released from its obligations
under this letter agreement.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
CITICORP VENTURE CAPITAL, LTD.
/s/ Xxxxxxx X. Xxxxxxx, VP
--------------------------
By: Xxxxxxx X. Xxxxxxx, VP
Citicorp Venture Capital, Ltd.
000 Xxxx Xxxxxx-00xx Xxxxx
Xxx Xxxx, XX 00000
