8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2003

Delco Remy International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-13683	35-1909253
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2902 Enterprise Drive
Anderson, Indiana	46013
(Address of Principal Executive Offices)	(Zip Code)

(765) 778-6499

(Registrant’s telephone number including Area Code)

Not applicable

(Former name or former address, if changed since last report)

Item 5.    Other Events

On May 13, 2003, Delco Remy International, Inc. and certain of its subsidiaries (collectively, the “Borrowers”) entered into Amendment No. 3 (the “Amendment”) to the Loan and Security Agreement (the “Loan and Security Agreement”), dated as of June 28, 2002, by and among Congress Financial Corporation (Central), as Administrative Agent and US Collateral Agent, Wachovia Bank, National Association, as Documentation Agent and the other financial institutions named in the Loan and Security Agreement. The Borrowers requested the Amendment to the Loan Agreement for the purpose of modifying certain financial covenants, permitting the financing of certain fixed assets located in Mexico and making certain other modifications as set forth therein. The Amendment is filed as an exhibit to this report and is incorporated herein by reference.

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits
	(c)  Exhibits.
	99.1	Amendment No. 3, dated as of May 13, 2003, to the to the Loan and Security Agreement, dated as of June 28, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 13, 2003	DELCO REMY INTERNATIONAL, INC.
	By:	/S/    RAJESH K. SHAH
	Name:	Rajesh K. Shah
	Title:	Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Amendment No. 3, dated as of May 13, 2003, to the to the Loan and Security Agreement, dated as of June 28, 2002.

EX-99.1

                                                                    Exhibit 99.1


                 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
                           AND FOREIGN LOAN AGREEMENTS

       This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND FOREIGN LOAN
AGREEMENTS (this "Amendment") dated as of May 13, 2003 is by and among

       (i) Delco Remy International Inc., a Delaware corporation ("Parent"), the
following Subsidiaries of Parent: Delco Remy America, Inc., a Delaware
corporation, DR Sales, Inc., a Delaware corporation, Franklin Power Products,
Inc., an Indiana corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a
Delaware corporation, International Fuel Systems, Inc., an Indiana corporation,
JAX Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto
Parts, L.L.C., a Delaware limited liability company, Magnum Power Products,
L.L.C., a Delaware limited liability company, Nabco, Inc., a Michigan
corporation, Powrbilt Products, Inc., a Texas corporation, Remy Logistics,
L.L.C., a Delaware limited liability company, Remy Powertrain, L.P., a Delaware
limited partnership, Remy Reman, L.L.C., a Delaware limited liability company,
Williams Technologies, Inc., a South Carolina corporation, World Wide
Automotive, Inc., a Virginia corporation (each individually, together with the
Parent, a "U.S. Borrower" and collectively, the "U.S. Borrowers"), Congress
Financial Corporation (Central), an Illinois corporation, as agent for U.S.
Lenders referenced below (in such capacity and as US Collateral Agent, as
defined in the Agency Agreement referenced below, the "U.S. Collateral Agent"),
the financial institutions which are party to that certain Loan and Security
Agreement dated as of June 28, 2002 (as amended, the "U.S. Loan Agreement") with
U.S. Borrowers and U.S. Collateral Agent and which constitute Required Lenders
(as defined therein) (each individually, a "U.S. Lender" and collectively, the
"U.S. Lenders");

       (ii) Central Precision Limited, an Alberta corporation ("Canadian
Borrower"), Congress Financial Corporation (Canada), an Ontario corporation, as
agent for Canadian Lenders referenced below (in such capacity and as Canadian
Collateral Agent, as defined in the Agency Agreement referenced below, the
"Canadian Collateral Agent"), the financial institutions which are party to the
Loan Agreement dated as of June 28, 2002 (as amended, the "Canadian Loan
Agreement") with Canadian Borrower and Canadian Collateral Agent and which
constitute Required Canadian Lenders (as defined therein) (each individually, a
"Canadian Lender" and collectively, the "Canadian Lenders");

       (iii) Delco Remy UK Limited, a company registered in England and Wales
("European Borrower"), and Burdale Financial Limited, a company registered in
England and Wales, which as a lender under the Credit Agreement dated as of June
28, 2002 (as amended, the "European Loan Agreement") with European Borrower and
Delco Remy International, Inc. shall herein be referred to as the "European
Lender" and which as the European Collateral Agent (as defined in the Agency
Agreement) shall herein be referred to as the "European Collateral Agent".

       Capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement. U.S. Lenders, Canadian Lenders and
European Lender are herein referred to individually as a "Lender" and
collectively as the "Lenders". U.S. Borrowers, European Borrower and Canadian
Borrower are herein referred to individually as a "Borrower"



and collectively as the "Borrowers". The U.S. Loan Agreement, the European Loan
Agreement and the Canadian Loan Agreement are herein referred to individually as
a "Loan Agreement" and collectively as the "Loan Agreements".

                                R E C I T A L S:

       WHEREAS, U.S. Collateral Agent, Canadian Collateral Agent, and European
Collateral Agent (each individually a "Collateral Agent" and collectively,
"Collateral Agents") are party to the Agency Agreement ("Agency Agreement") with
Lenders party thereto dated as of June 28, 2002;

       WHEREAS, Borrowers have requested that Collateral Agents and Lenders
agree to certain amendments to the Loan Agreements for the purpose of (i)
modifying certain financial covenants, (ii) permitting the financing of certain
fixed assets located in Mexico and (iii) making certain other modifications as
set forth herein; and

       WHEREAS, Collateral Agents and Lenders have agreed to such amendments
upon the terms and conditions contained herein.

       NOW, THEREFORE, in consideration of the premises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

       Section 1 Amendments to Loan Agreements. Immediately upon the
satisfaction of each of the conditions precedent set forth in Section 2 below:

       (a) The definition of "EBITDA" set forth in Section 1 of the U.S. Loan
Agreement is hereby amended and restated to read as follows:

       "EBITDA" shall mean, in any period, the consolidated net income of the
    Parent and its Subsidiaries for such period,

    plus (a), to the extent deducted in the determination of such consolidated
    net income for such period:

       (i)    Interest Expense;
       (ii)   Provision for Taxes;
       (iii)  depreciation;
       (iv)   amortization to the extent not included in Interest Expense;
       (v)    any net loss from an unconsolidated subsidiary or joint venture;
       (vi)   any net loss attributable to minority interests;
       (vii)  extraordinary or non-recurring non-cash items of expense or loss;
       (viii) any lump-sum write-offs, whether in whole or in part, of deferred
              financing charges;
       (ix)   any lump sum write-offs, whether in whole or in part, of goodwill
              due to a determination under GAAP that its value has been
              impaired;
       (x)    any net loss on the sale of a business;
       (xi)   any net loss on the sale of fixed assets;

                                       2



       (xii)   the one-time restructuring charge totaling $57,496,000 taken in
               calendar year 2002 related to the gas engine divisions of
               Borrowers; and
       (xiii)  the one-time restructuring charge totaling $56,378,000 (cash)
               offset by $11,646,000 (non-cash) taken in calendar year 2003
               related to the Global Capacity Initiative.

minus, (b) to the extent included in the determination of such consolidated net
income for such period:

       (i)     any net income from an unconsolidated subsidiary or joint
               venture;
       (ii)    any net income attributable to minority interests;
       (iii)   any net income on the sale of a business;
       (iv)    any net income from the sale of fixed assets;
       (v)     extraordinary or non-recurring income or gains, and
       (vi)    any net income from operations of a Foreign Subsidiary to the
               extent such Foreign Subsidiary is subject to any prohibition on,
               or any condition, limitation, or other restriction having the
               effect of prohibiting, repatriating or otherwise transferring
               income (or repaying intercompany loans or advances), directly or
               indirectly, to Parent or a Borrower (other than voluntary
               restrictions imposed by Parent for tax planning purposes);

       all of the above calculated in accordance with GAAP to the extent
applicable."

       (b) The definition of "Fixed Charges" set forth in Section 1 of the U.S.
Loan Agreement is hereby amended and restated to read as follows:

       "Fixed Charges" shall mean, with respect to Parent and its Subsidiaries
    on a consolidated basis for any fiscal period, (a) the aggregate of all
    Interest Expense payable in cash for such period, plus (b) principal
    payments, Capital Lease payments, deferred obligations to reimburse a letter
    of credit issuing bank after a draw on such letter of credit and redemption
    obligations of Indebtedness which, in each case, were originally scheduled
    to be paid in cash during such period, plus (c) the cash portion of any
    capital expenditures determined in accordance with GAAP to the extent
    applicable, made during such period (to the extent not already included in
    clause (b) above), plus (d) to the extent not deducted from consolidated net
    income, the cash portion of any and all payments in respect of tax sharing
    agreements, management agreements and consulting agreements made during such
    period, plus (e) the cash portion of dividends paid by Parent during such
    period, plus (f) payments made to any minority shareholders of any
    Subsidiary of Parent (less, in the case of any payments made to the minority
    shareholders of Delco Remy Mexico, S. de R.L. de C.V., the portion of
    proceeds received in calendar year 2003 from the sale and lease back
    transaction described in Section 9.7(b)(ix) which have been used to make
    such payments to the minority shareholders of Delco Remy Mexico, S. de R.L.
    de C.V. limited to the aggregate amount of $8,000,000), plus (g) cash
    payments made in connection with the Global Capacity Initiative (less net
    proceeds received in calendar year 2003 for the sale of Tractech, Inc.
    limited to the aggregate amount of $13,770,000). Cash

                                       3



       capital expenditures are those capital expenditures that are not financed
       with new Indebtedness (including Indebtedness incurred under this
       Agreement or the Foreign Loan Agreements) or through Capital Leases.

       (c) Section 1 of the U.S. Loan Agreement is hereby amended by adding the
defined term "Global Capacity Initiative" in its proper alphabetical place to
read as follows:

       "Global Capacity Initiative" shall mean the relocation in calendar year
    2003 of the manufacturing operations of Delco Remy America, Inc. to Korea,
    Hungary and Mexico.

       (d) Section 8.12 of the U.S. Loan Agreement is hereby amended by adding a
new clause (e) to the end thereof which shall read as follows:

       "(e) The representations and warranties set forth in clauses (a), (b) and
    (c) in this Section 8.12 shall be subject to any transactions permitted
    under Section 9.7(b)(iv) hereunder."

       (e) Section 9.7(b) of the U.S. Loan Agreement is hereby amended by
amending and restating the introductory paragraph of Section 9.7(b) to read as
follows:

       "(b) issue, sell, assign, lease, transfer, abandon or otherwise dispose
    of any Capital Stock or Indebtedness to any other Person or any of its
    assets to any other Person, except as permitted by each of clauses (i)
    through (vii) and (ix) below which shall in each case be subject to the
    terms and conditions of clause (viii) below:"

       (f) Section 9.7(b)(viii) of the U.S. Loan Agreement is hereby amended and
restated to read as follows:

       "(viii) notwithstanding anything in this Agreement to the contrary, to
    the extent that the Parent or any "Restricted Subsidiary" (as defined in the
    Indentures) intends on receiving "Net Available Cash" (as defined in the
    Indentures) from any "Asset Disposition" (as defined in the Indentures)
    permitted under the terms of this Agreement, then (A) the Parent shall
    provide Agent with ten (10) Business Days' prior written notice of such
    Asset Disposition setting forth a description of the assets being sold, the
    parties involved, the date of such Asset Disposition and the Net Available
    Cash to be received in connection with such Asset Disposition, (B) Parent
    shall, and shall cause each of its applicable Subsidiaries to, place all
    such Net Available Cash upon receipt thereof in a depository account at the
    Reference Bank and undertake to promptly grant to the Agent a first priority
    perfected security interest in the Net Available Cash held in such account
    pursuant to a blocked account agreement in form and substance satisfactory
    to Agent (the "Blocked Account"), (C) such amounts in the Blocked Account
    shall be released from time to time upon (1) receipt by Agent, prior to 360
    days after receipt of the Net Available Cash, of a certificate or
    certificates from Parent stating that Parent or the applicable Restricted
    Subsidiary is investing (or entering into a binding commitment to invest;
    provided that such commitment shall be

                                       4



    subject only to customary conditions (other than financing) and such
    investment shall be consummated within 360 days after the end of such 360
    period) all or a portion of such Net Available Cash in Additional Assets (as
    defined in the Indentures) and setting forth the details of such investment
    and the date therefore (on the date of such investment, the applicable
    amount of Net Available Cash requested to be invested in such certificate
    will be released from the Blocked Account solely to make such investment) or
    (2) receipt by the Agent of a certificate from Parent stating that Parent or
    the applicable Restricted Subsidiary is repaying the Advances or Foreign
    Advances, as applicable, with Net Available Cash (and setting forth the date
    of such repayment at which time such Net Available Cash held in the Blocked
    Account will be applied to the Advances or Foreign Advances, as applicable),
    (D) to the extent Net Available Cash is invested in Additional Assets owned
    (or to be owned) by a Borrower, Foreign Borrower, Obligor or Foreign
    Obligor, in each case whose assets are already subject to a lien in favor of
    a Collateral Agent, then at the request of Agent, Parent shall, and shall
    cause each of its applicable Subsidiaries to, grant the applicable
    Collateral Agent a first priority perfected lien on such Additional Assets,
    (E) to the extent the Net Available Cash is applied as a payment against the
    Advances or Foreign Advances pursuant to clause (C)(2) above, the Maximum
    Credit shall be automatically and permanently reduced at the time of such
    payment by the amount of such Net Available Cash in accordance with Section
    2.4 hereof and (F) to the extent the Maximum Credit is permanently reduced,
    the Loan Parties shall pay to the Agent, for the ratable benefit of the
    Lenders based on their Commitment Percentages, an early termination fee in
    the amount equal to (1) 1.0% of such Net Available Cash if received on or
    prior to the first anniversary of the date hereof or (2) 0.5% of such Net
    Available Cash if received after the first anniversary of the date hereof
    but on or prior to the second anniversary of the date hereof; and"

       (g) Section 9.7(b) of the U.S. Loan Agreement is hereby amended by adding
a new clause (ix) thereto which shall read as follows:

       "(ix) the sale by Delco Remy Mexico, S. de R.L. de C.V., Delco Remy
    Remanufacturing de Mexico, S.R.L. de C.V. and Remy Componentes, S. de R.L.
    de C.V. of their fixed assets to another Person for the purpose of leasing
    such property from such Person; provided that Agent has reviewed all
    documents relating to such sale and lease back transaction and finds the
    term and conditions thereof acceptable in its reasonable discretion,"

       (h) Section 9.17 of the U.S. Loan Agreement is hereby amended by deleting
the EBITDA Levels for the months of March 31, 2003 through and including
December 31, 2005 and replacing them with new EBITDA Levels for such months as
follows:

             Month Ended                           EBITDA
             -----------                           ------
           March 31, 2003                        82,000,000
           April 30, 2003                        82,000,000
           May 31, 2003                          82,000,000
           June 30, 2003                         82,000,000

                                       5



              July 31, 2003                         85,000,000
              August 31, 2003                       85,000,000
              September 30, 2003                    85,000,000
              October 31, 2003                      93,000,000
              November 30, 2003                     93,000,000
              December 31, 2003                     93,000,000
              January 31, 2004                      97,000,000
              February 28, 2004                     97,000,000
              March 31, 2004                        97,000,000
              April 30, 2004                       101,000,000
              May 31, 2004                         101,000,000
              June 30, 2004                        101,000,000
              July 31, 2004                        105,000,000
              August 31, 2004                      105,000,000
              September 30, 2004                   105,000,000
              October 31, 2004                     108,000,000
              November 30, 2004                    108,000,000
              December 31, 2004                    108,000,000
              January 31, 2005                     109,000,000
              February 28, 2005                    109,000,000
              March 31, 2005                       109,000,000
              April 30, 2005                       110,000,000
              May 31, 2005                         110,000,000
              June 30, 2005                        110,000,000
              July 31, 2005                        111,000,000
              August 31, 2005                      111,000,000
              September 30, 2005                   111,000,000
              October 31, 2005                     111,000,000
              November 30, 2005                    111,000,000
              December 31, 2005                    111,000,000

              (i) Section 9.18 of the U.S. Loan Agreement is hereby amended by
amending and restating such section to read as follows:

              "9.18 Fixed Charge Coverage Ratio. At any time when Average Excess
     Availability is less than $40,000,000, Loan Parties shall, at the end of
     each month (including as of the end of the month immediately prior to the
     occurrence of such shortfall in Average Excess Availability), have a Fixed
     Charge Coverage Ratio for the twelve month period then ended of not less
     than: (a) for the months ending March 31, April 30 and May 31 of 2003, 0.95
     to 1.0; (b) for the months ending June 30, July 31, August 31, September
     30, October 31 and November 30 of 2003 0.80 to 1.0; and (c) for each month
     ending after November 30, 2003, 1.0 to 1.0."

              (j) Each reference in the Canadian Loan Agreement to the term "US
Loan Agreement" shall mean a reference to the U.S. Loan Agreement, as amended
through the date hereof including, without limitation, by this Amendment.

                                       6



              (k) Each reference in the European Loan Agreement to the term "US
Loan and Security Agreement" shall mean a reference the U.S. Loan Agreement, as
amended through the date hereof including, without limitation, by this
Amendment.

       Section 2 Conditions to Effectiveness. The effectiveness of amendments
set forth in Section 1 above is subject to the satisfaction of the following
conditions:

              (a) U.S. Collateral Agent shall have received a duly executed
counterpart of this Amendment from the Collateral Agents, the Borrowers and the
Lenders;

              (b) U.S. Collateral Agent shall have received a reaffirmation of
guaranty from each guarantor of the Obligations and Foreign Obligations, as
applicable, in form and substance satisfactory to the U.S. Collateral Agent; and

              (c) U.S. Collateral Agent shall have received, for the benefit of
the U.S. Lenders, an amendment fee in the amount of $150,000 which fee shall be
deemed fully earned and payable on the date hereof. U.S. Borrowers authorize
U.S. Collateral Agent to charge such fee to the Revolving Loans of U.S.
Borrowers.

       Section 3 Representations, Warranties and Covenants. In order to induce
Collateral Agents and Lenders to enter into this Amendment, Borrowers represent,
warrant and covenant to Collateral Agents and Lenders, upon the effectiveness of
this Amendment, which representations, warranties and covenants shall survive
the execution and delivery of this Amendment that:

              (a) No Default; etc. No Default or Event of Default has occurred
and is continuing after giving effect to this Amendment or would result from the
execution or delivery of this Amendment or the consummation of the transactions
contemplated hereby.

              (b) Corporate Power and Authority; Authorization. Each Borrower
has the corporate power and authority to execute and deliver this Amendment and
to carry out the terms and provisions of the Financing Agreements and the
Foreign Financing Agreements, each as amended by this Amendment, to which it is
a party and the execution and delivery by such Borrower of this Amendment, and
the performance by such Borrower of its obligations hereunder have been duly
authorized by all requisite corporate action by such Borrower.

              (c) Execution and Delivery. Each Borrower has duly executed and
delivered this Amendment.

              (d) Enforceability. This Amendment, the Financing Agreements and
the Foreign Financing Agreements, each as amended by this Amendment, constitute
the legal, valid and binding obligations of each Borrower, enforceable against
each Borrower in accordance with their respective terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' right generally, and by general
principles of equity.

              (e) Representations and Warranties. All of the representations and
warranties contained in the Financing Agreements and in the Foreign Financing
Agreements (other than

                                       7



those which speak expressly only as of a different date) are true and correct as
of the date hereof after giving effect to this Amendment and the transactions
contemplated hereby.

       Section 4 Miscellaneous.

              (a) Effect; Ratification. Borrowers acknowledge that all of the
reasonable legal expenses incurred by Collateral Agents in connection herewith
shall be reimbursable under Section 9.21 of the U.S. Loan Agreement and as that
Section is incorporated in the Canadian Loan Agreement and the European Loan
Agreement pursuant to Sections 8.1 and 9.1 respectively thereof. The amendments
set forth herein are effective solely for the purposes set forth herein and
shall be limited precisely as written, and shall not be deemed to (i) be a
consent to any amendment, waiver or modification of any other term or condition
of any Financing Agreement or Foreign Financing Agreement or (ii) prejudice any
right or rights that any Lender may now have or may have in the future under or
in connection with any Financing Agreement or Foreign Financing Agreement. Each
reference in the Financing Agreements and the Foreign Financing Agreements to
"this Agreement", "herein", "hereof" and words of like import shall mean such
Financing Agreement and Foreign Financing Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Financing
Agreements and the Foreign Financing Agreements and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Financing
Agreements and the Foreign Financing Agreements, except as herein amended or
waived are hereby ratified and confirmed and shall remain in full force and
effect.

              (b) Counterparts; etc. This Amendment may be executed in any
number of counterparts, each such counterpart constituting an original but all
together one and the same instrument. Delivery of an executed counterpart of
this Amendment by fax shall have the same force and effect as the delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by fax shall also deliver an original
executed counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of this Amendment.

              (c) Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with the governing law of the U.S. Loan
Agreement, Canadian Loan Agreement or European Loan Agreement, as applicable.

                                       8



                  IN WITNESS WHEREOF, Collateral Agents, Lenders, and Borrowers
have caused these presents to be duly executed as of the day and year first
above written.

                                         U.S. BORROWERS
                                         --------------

                                         DELCO REMY INTERNATIONAL, INC.
                                         DELCO REMY AMERICA, INC.
                                         DR SALES, INC.
                                         FRANKLIN POWER PRODUCTS, INC.
                                         HSG I, INC.
                                         HSG II, INC.
                                         INTERNATIONAL FUEL SYSTEMS, INC.
                                         JAX REMAN, L.L.C.
                                         M. & M. KNOPF AUTO PARTS, L.L.C.
                                         MAGNUM POWER PRODUCTS, L.L.C.
                                         NABCO, INC.
                                         POWRBILT PRODUCTS, INC.
                                         REMY LOGISTICS, L.L.C.
                                         REMY REMAN, L.L.C.
                                         WILLIAMS TECHNOLOGIES, INC.
                                         WORLD WIDE AUTOMOTIVE, INC.

                                         By: /s/ David E. Stoll
                                             -------------------------------
                                                David E. Stoll

                                         Title: Vice President

                                         REMY POWERTRAIN, L.P., a Delaware
                                         limited partnership

                                         By: HSG I, Inc., a Delaware corporation
                                             By: /s/ David E. Stoll
                                                -----------------------------_
                                                    David E. Stoll
                                             Title: Vice President

                      [Signature Page to Amendement No. 3]



                                         U.S. COLLATERAL AGENT
                                         ---------------------

                                         CONGRESS FINANCIAL CORPORATION
                                         (Central), as Administrative Agent and
                                         US Collateral Agent

                                         By:  /s/ Anthony Vizgirda
                                             -----------------------------------
                                         Title:  First Vice President
                                                --------------------------------

U.S. LENDERS                             U.S. LENDERS
- ------------                             ------------

THE CIT GROUP/BUSINESS CREDIT, INC.      WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Barbara F. Perich                By:  /s/ Mark Fagnani
    ----------------------------------       -----------------------------------
Title:  Vice President                   Title:   Executive Vice President
       -------------------------------          --------------------------------

FLEET CAPITAL CORPORATION                GMAC BUSINESS CREDIT, LLC

By:  /s/ David Lehner                    By:  /s/ Daniel Manella
    ----------------------------------       -----------------------------------
Title:  Vice President                   Title:  Senior Vice President
       -------------------------------          --------------------------------

COMERICA BANK                            UPS CAPITAL CORPORATION

By:   /s/ Stephanie A. Guisinger         By:  /s/ Charlie Johnson
    ----------------------------------       -----------------------------------
Title:  Vice President                   Title:  Senior Vice President
       -------------------------------          --------------------------------

NATIONAL CITY BANK                       PNC BANK, NATIONAL ASSOCIATION

By:  /s/ K. Alexander Curry              By:  /s/ Stephen W. Boyd
    ----------------------------------       -----------------------------------
Title:  Senior Vice President            Title:  Vice President
       -------------------------------          --------------------------------

RZB Finance LLC                          ORIX Financial Services, Inc.

By:  /s/ John A. Vallska,                 By:  /s/ Thomas Buda
    ----------------------------------       -----------------------------------
Title:  Group Vice President             Title:  Vice President
       -------------------------------          --------------------------------

By:  /s/ Christoph Hoedl
    ----------------------------------
Title:  Vice President
       -------------------------------


                      [Signature Page to Amendment No. 3]



EUROPEAN LENDER AND EUROPEAN             CANADIAN LENDER
COLLATERAL AGENT                         AND CANADIAN COLLATERAL AGENT

BURDALE FINANCIAL LIMITED                CONGRESS FINANCIAL CORPORATION
                                         (Canada)
By:  /s/ B. Gatlin                       By:  /s/ Anthony Vizgirda
    ----------------------------------       -----------------------------------
Title:  Managing Director                Title:  First Vice President
       -------------------------------          --------------------------------



EUROPEAN BORROWER                         CANADIAN BORROWER

DELCO REMY UK LIMITED                     CENTRAL PRECISION LTD.

By:  /s/ David E. Stoll                  By:  /s/ David E. Stoll
    ----------------------------------       -----------------------------------
Title:  Secretary                        Title:  Secretary and Treasurer
       -------------------------------          --------------------------------



                      [Signature Page to Amendment No. 3]



                            REAFFIRMATION OF GUARANTY
              {U.S. Subsidiaries of Delco Remy International, Inc.}

                                  May 13, 2003

Congress Financial Corporation (Central),
 as Agent
150 S. Wacker Drive
Chicago, Illinois  60606

         Re: Guaranty

         Please refer to (1) the Loan and Security Agreement dated as of June
28, 2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "U.S. Loan Agreement"), by and among Delco Remy International Inc., a
Delaware corporation, Delco Remy America, Inc., a Delaware corporation, DR
Sales, Inc., a Delaware corporation, Franklin Power Products, Inc., an Indiana
corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a Delaware
corporation, International Fuel Systems, Inc., an Indiana corporation, JAX
Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto Parts,
L.L.C., a Delaware limited liability company, Magnum Power Products, L.L.C., a
Delaware limited liability company, Nabco, Inc., a Michigan corporation,
Powrbilt Products, Inc., a Texas corporation, Remy Logistics, L.L.C., a Delaware
limited liability company, Remy Powertrain, L.P., a Delaware limited
partnership, Remy Reman, L.L.C., a Delaware limited liability company, Williams
Technologies, Inc., a South Carolina corporation, World Wide Automotive, Inc., a
Virginia corporation (each individually a "U.S. Borrower" and collectively,
"U.S. Borrowers"), Congress Financial Corporation (Central), an Illinois
corporation, as agent for U.S. Lenders referenced below (in such capacity and as
US Collateral Agent, "U.S. Collateral Agent"), the financial institutions (each
individually, a "U.S. Lender" and collectively, "U.S. Lenders") which are party
thereto (capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement) and (2) the Guaranty dated June 28,
2002 ("Guaranty") by each of the undersigned, as guarantors (collectively
"Guarantors"), in favor of U.S. Collateral Agent. Pursuant to an Amendment No. 3
to Loan and Security Agreement and Foreign Loan Agreements dated as of the date
hereof (the "Amendment") among Collateral Agents party thereto, Lenders party
thereto and Borrowers party thereto, the U.S. Loan Agreement and the Foreign
Loan Agreements have been amended in accordance with the terms and conditions of
the Amendment.

         Each Guarantor hereby (i) acknowledges and reaffirms all of its
obligations and undertakings under the Guaranty, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of the Amendment, the Guaranty is and shall remain in full force and
effect in accordance with the terms thereof.


                            [Signature Page Follows]



         IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.

    NABCO, Inc., a Michigan                   BALLANTRAE CORPORATION, a Delaware
    corporation                               corporation
    POWRBILT PRODUCTS, INC., a Texas          POWER INVESTMENTS, INC., an
    corporation                               Indiana corporation
    REMY LOGISTICS, L.L.C., a Delaware        REMAN HOLDINGS, L.L.C., a Delaware
    limited liability company                 limited liability company
    REMY REMAN, L.L.C., a Delaware limited    REMY INTERNATIONAL, INC., a
    liability company                         Delaware corporation

                                              REMY KOREA HOLDINGS, L.L.C., a
                                              Delaware limited liability company

    WILLIAMS TECHNOLOGIES, Inc., a South      DELCO REMY AMERICA, INC., a
    Carolina corporation                      Delaware corporation

    WORLD WIDE AUTOMOTIVE, INC., a Virginia   DR SALES, INC., a Delaware
    corporation                               corporation
    INTERNATIONAL FUEL SYSTEMS, INC., an      FRANKLIN POWER PRODUCTS, INC., an
    Indiana corporation                       Indiana corporation
    JAX REMAN, L.L.C., a Delaware limited     HSG I, Inc, a Delaware corporation
    liability company
    JAX REMAN, L.L.C., a Delaware limited     HSG II, Inc, a Delaware
    liability company                         corporation

                                              MAGNUM POWER PRODUCTS, L.L.C., a
                                              Delaware limited liability company

                                              M. & M. KNOPF AUTO PARTS, L.L.C.,
                                              a Delaware limited liability
                                              company

                                              By: /s/ David E. Stoll
                                                 -------------------------------
                                                     David E. Stoll
                                              Title: Vice President

                                              REMY POWERTRAIN, L.P., a Delaware
                                              limited partnership
                                              By:  HSG I, Inc, a Delaware
                                                   corporation
                                                   By: /s/ David E. Stoll
                                                      --------------------------
                                                          David E. Stoll
                                                   Title: Vice President


               [Signature Page to the Reaffirmation of Guaranty]



                            REAFFIRMATION OF GUARANTY
                        {Delco Remy International, Inc.}

                                  May 13, 2003

Congress Financial Corporation (Central),
 as Agent
150 S. Wacker Drive
Chicago, Illinois  60606

         Re: Guaranty

         Please refer to (1) the Loan and Security Agreement dated as of June
28, 2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "U.S. Loan Agreement"), by and among Delco Remy International Inc., a
Delaware corporation, Delco Remy America, Inc., a Delaware corporation, DR
Sales, Inc., a Delaware corporation, Franklin Power Products, Inc., an Indiana
corporation, HSG I, Inc, a Delaware corporation, HSG II, Inc, a Delaware
corporation, International Fuel Systems, Inc., an Indiana corporation, JAX
Reman, L.L.C., a Delaware limited liability company, M. & M. Knopf Auto Parts,
L.L.C., a Delaware limited liability company, Magnum Power Products, L.L.C., a
Delaware limited liability company, Nabco, Inc., a Michigan corporation,
Powrbilt Products, Inc., a Texas corporation, Remy Logistics, L.L.C., a Delaware
limited liability company, Remy Powertrain, L.P., a Delaware limited
partnership, Remy Reman, L.L.C., a Delaware limited liability company, Williams
Technologies, Inc., a South Carolina corporation, World Wide Automotive, Inc., a
Virginia corporation (each individually a "U.S. Borrower" and collectively,
"U.S. Borrowers"), Congress Financial Corporation (Central), an Illinois
corporation, as agent for U.S. Lenders referenced below (in such capacity and as
US Collateral Agent, "U.S. Collateral Agent"), the financial institutions (each
individually, a "U.S. Lender" and collectively, "U.S. Lenders") which are party
thereto (capitalized terms used and not defined herein shall have the meanings
assigned to them in the U.S. Loan Agreement) and (2) the Guaranty dated June 28,
2002 ("Guaranty") by the undersigned, as guarantor ("Guarantor"), in favor of
U.S. Collateral Agent. Pursuant to an Amendment No. 3 to Loan and Security
Agreement and Foreign Loan Agreements dated as of the date hereof (the
"Amendment") among Collateral Agents party thereto, Lenders party thereto and
Borrowers party thereto, the U.S. Loan Agreement and the Foreign Loan Agreements
have been amended in accordance with the terms and conditions of the Amendment.

         Guarantor hereby (i) acknowledges and reaffirms all of its obligations
and undertakings under the Guaranty, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guaranty is and shall remain in full force and effect in
accordance with the terms thereof.


                            [Signature Page Follows]



         IN WITNESS WHEREOF, Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.

                                               DELCO REMY INTERNATIONAL, INC., a
                                               Delaware corporation

                                               By: /s/ David E. Stoll
                                                  ------------------------------
                                                      David E. Stoll
                                               Title: Vice President


               [Signature Page to the Reaffirmation of Guaranty]



                           REAFFIRMATION OF GUARANTEE
            {European Subsidiaries of Delco Remy International, Inc.}

                                  May 13, 2003

Burdale Financial Limited
53 Queen Anne Street
LONDON W1G 9HP

         Re: Guaranty

         Please refer to (1) the Credit Agreement dated as of June 28, 2002, (as
amended, supplemented, restated or otherwise modified from time to time, the
"European Loan Agreement"), among Delco Remy UK Limited, a company registered in
England and Wales ("European Borrower"), Delco Remy International, Inc., a
Delaware corporation ("Parent"; and together with European Borrower, the "Loan
Parties") and Burdale Financial Limited, a company registered in England and
Wales, ("European Lender") (capitalized terms used and not defined herein shall
have the meanings assigned to them in the European Loan Agreement) and (2) the
Guarantee dated as of June 28, 2002 (the "Guarantee") by each of the
undersigned, as guarantors (collectively, the "Guarantors") in favor of the
European Lender. Pursuant to an Amendment No. 3 to Loan and Security Agreement
and Foreign Loan Agreements dated as of the date hereof (the "Amendment") among
Collateral Agents, Lenders party thereto and Borrowers party thereto, the
European Loan Agreement and the Foreign Loan Agreements have been amended in
accordance with the terms and conditions of the Amendment.

         Each of the Guarantors hereby (i) acknowledges and reaffirms all of its
obligations and undertakings under the Guarantee, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of, the Amendment, the Guarantee is and shall remain in full force
and effect in accordance with the terms thereof.


                           [SIGNATURE PAGE TO FOLLOW]



         IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Reaffirmation of Guarantee as of the day and year first above written.

DELCO REMY UK LIMITED,


By: /s/ David E. Stoll
   ------------------------------------

REMY HOLDINGS LIMITED


By: /s/ David E. Stoll
   ------------------------------------

REMY AUTO PARTS HOLDINGS B.V.


By: /s/ David E. Stoll
   ------------------------------------


               [Signature Page to the Reaffirmation of Guaranty]



                            REAFFIRMATION OF GUARANTY
                            {Central Precision Ltd.}

                                  May 13, 2003

Burdale Financial Limited
53 Queen Anne Street
LONDON W1G 9HP

         Re: Guaranty

         Please refer to (1) the Loan Agreement dated as of June 28, 2002 (as
amended, supplemented, restated or otherwise modified from time to time, the
"Canadian Loan Agreement"), by and among Central Precision Ltd., an Alberta
Corporation, Congress Financial Corporation (Canada), as agent for the Canadian
Lenders referenced below (in such capacity and as Canadian Collateral Agent,
"Canadian Collateral Agent"), the financial institutions (each individually, a
"Canadian Lender" and collectively, "Canadian Lenders") which are party thereto
(capitalized terms used and not defined herein shall have the meanings assigned
to them in the Canadian Loan Agreement) and (2) the Guaranty dated June 28, 2002
("Guaranty") by the undersigned, as guarantor ("Guarantor"), in favor of the
addressee listed above. Pursuant to an Amendment No. 3 to Loan and Security
Agreement and Foreign Loan Agreements dated as of the date hereof (the
"Amendment") among Collateral Agents party thereto, Lenders party thereto and
Borrowers party thereto, the Canadian Loan Agreement and the Foreign Loan
Agreements have been amended in accordance with the terms and conditions of the
Amendment.

         Guarantor hereby (i) acknowledges and reaffirms all of its obligations
and undertakings under the Guaranty, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guaranty is and shall remain in full force and effect in
accordance with the terms thereof.

                            [Signature Page Follows]


               [Signature Page to the Reaffirmation of Guaranty]



         IN WITNESS WHEREOF, Guarantor has executed and delivered this
Reaffirmation of Guaranty as of the day and year first above written.

                                       DELCO REMY INTERNATIONAL, INC., a
                                       Delaware corporation

                                       By:  /s/ David E. Stoll
                                           -------------------------------------
                                              David E. Stoll
                                       Title: Vice President


               [Signature Page to the Reaffirmation of Guaranty]