CREDIT AGREEMENT

EXHIBIT 10(D)

CREDIT AGREEMENT

among

CORE MOLDING TECHNOLOGIES, INC.

and

CORECOMPOSITES DE MEXICO, S. DE R.L. DE C.V.
as Borrowers

THE LENDERS NAMED HEREIN
as Lenders

and

KEYBANK NATIONAL ASSOCIATION
as Lead Arranger, Sole Book Runner and Administrative Agent

dated as of
December 9, 2008

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     This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 9 ^th day of December, 2008 among:

     (a) CORE MOLDING TECHNOLOGIES, INC., a Delaware corporation (“Core Molding”);

     (b) CORECOMPOSITES DE MEXICO, S. DE R.L. DE C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of Mexico (“Core Mexico” and, together with Core Molding, collectively, “Borrowers” and, individually, each a “Borrower”);

     (c) the lenders listed on Schedule 1 hereto and each other Eligible Transferee, as hereinafter defined, that from time to time becomes a party hereto pursuant to Section 11.10 hereof (collectively, the “Lenders” and, individually, each a “Lender”); and

     (d) KEYBANK NATIONAL ASSOCIATION, as the lead arranger, sole book runner and administrative agent for the Lenders under this Agreement (“Agent”).

WITNESSETH:

     WHEREAS, Borrowers, Agent and the Lenders desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to Borrowers upon the terms and subject to the conditions hereinafter set forth;

     NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I. DEFINITIONS

     Section 1.1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

     “Account” means all accounts, as defined in the U.C.C.

     “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person (other than a Company), or any business or division of any Person (other than a Company), (b) the acquisition of in excess of fifty percent (50%) of the outstanding capital stock (or other equity interest) of any Person (other than a Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other combination with such Person.

     “Administrative Borrower” means Core Molding.

     “Advantage” means any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender in respect of the Obligations, if such payment results in that Lender having less than its pro rata share (based upon its Commitment Percentage) of the Obligations then outstanding.

     “Affiliate” means any Person, directly or indirectly, controlling, controlled by or under common control with a Company and “control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the power, directly or indirectly, to direct or cause the direction of the management and policies of a Company, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means that term as defined in the first paragraph hereof.

     “Agent Fee Letter” means the Agent Fee Letter between Core Molding and Agent, dated as of the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

     “Agreement” means that term as defined in the first paragraph hereof.

     “Applicable Commitment Fee Rate” means:

     (a) for the period from the Closing Date through March 31, 2009, seven and one-half (7.50) basis points; and

     (b) commencing with the Consolidated financial statements of Core Molding for the fiscal quarter ending December 31, 2008, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, shall be used to establish the number of basis points that will go into effect on April 1, 2009 and thereafter, as set forth in each successive Compliance Certificate, as provided below:

After April 1, 2009, changes to the Applicable Commitment Fee Rate shall be effective on the first day of each fiscal quarter following the date upon which Agent should have received pursuant to Section 5.3(a) hereof, the Consolidated financial statements of Core Molding (provided that, if the internal financial statements required by Section 5.3(a) hereof are not consistent with the audited financial statements required by Section 5.3(b) hereof, the Applicable Commitment Fee Rate shall be retroactively adjusted upon receipt of the audited statements). The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof. Notwithstanding anything herein to the contrary, (i) during any period when Borrowers shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance

Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Commitment Fee Rate shall be the highest rate per annum indicated in the above pricing grid regardless of the Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to Agent in the Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Commitment Fee Rate for any period (an “Applicable Commitment Fee Period”) than the Applicable Commitment Fee Rate applied for such Applicable Commitment Fee Period, then (A) Borrowers shall immediately deliver to Agent a corrected Compliance Certificate for such Applicable Commitment Fee Period, (B) the Applicable Commitment Fee Rate shall be determined based on such corrected Compliance Certificate, and (C) Borrowers shall immediately pay to Agent the accrued additional fees owing as a result of such increased Applicable Commitment Fee Rate for such Applicable Commitment Fee Period.

     “Applicable Margin” means:

     (a) for the period from the Closing Date through March 31, 2009, (i) one hundred seventy-five (175.00) basis points for Eurodollar Loans, (ii) one hundred seventy-five (175.00) basis points for Daily LIBOR Loans, and (iii) zero (0.00) basis points for Base Rate Loans; and

     (b) commencing with the Consolidated financial statements of Core Molding for the fiscal quarter ending December 31, 2008, the number of basis points (depending upon whether Loans are Eurodollar Loans, Daily LIBOR Loans or Base Rate Loans) set forth in the following matrix, based upon the result of the computation of the Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, shall be used to establish the number of basis points that will go into effect on April 1, 2009 and, thereafter, as set forth in each successive Compliance Certificate, as provided below:

After April 1, 2009, changes to the Applicable Margin shall be effective on the first day of each fiscal quarter following the date upon which Agent should have received, pursuant to Section 5.3(a) hereof, the Consolidated financial statements of Core Molding (provided that, if the internal financial statements required by Section 5.3(a) hereof are not consistent with the audited financial statements required by Section 5.3(b) hereof, the Applicable Margin shall be retroactively adjusted upon receipt of the audited statements). The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant

to Articles VII and VIII hereof. Notwithstanding anything herein to the contrary, (i) during any period when Borrowers shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Margin shall be the highest rate per annum indicated in the above pricing grid for Loans of that type regardless of the Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to Agent in the Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (A) Borrowers shall immediately deliver to Agent a corrected Compliance Certificate for such Applicable Margin Period, (B) the Applicable Margin shall be determined based on such corrected Compliance Certificate, and (C) Borrowers shall immediately pay to Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Margin Period.

     “Assignment Agreement” means an Assignment and Acceptance Agreement in the form of the attached Exhibit I .

     “Authorized Officer” means a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to Agent) to handle certain administrative matters in connection with this Agreement.

     “Bailee’s Waiver” means a bailee’s waiver, in form and substance satisfactory to Agent, delivered by a Company in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

     “Bank Product Agreements” means those certain cash management service and other agreements entered into from time to time between a Company and Agent or a Lender (or an affiliate of a Lender) in connection with any of the Bank Products.

     “Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by a Company to Agent or any Lender (or an affiliate of a Lender) pursuant to or evidenced by the Bank Product Agreements.

     “Bank Products” means any service or facility extended to a Company by Agent or any Lender (or an affiliate of a Lender) including (a) credit cards and credit card processing services, (b) debit and purchase cards, (c) ACH transactions, and (d) cash management, including controlled disbursement, accounts or services.

     “Base Rate” means:

     (a) other than as set forth in subsection (b) below, a rate per annum equal to the greater of (i) the Prime Rate, or (ii) one-half of one percent (.50%) in excess of the Federal Funds Effective Rate; and

     (b) with respect to the Mexican Loan, a rate per annum equal to the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are reported therein).

Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

     “Base Rate Loan” means a Revolving Loan described in Section 2.2(a) hereof, a portion of the Term Loan described in Section 2.3 hereof, a Capex Draw Loan described in Section 2.4(a) hereof, a portion of the Capex Term Loan described in Section 2.4(b) hereof, or the Mexican Loan described in Section 2.5 hereof, that shall be denominated in Dollars and on which Borrowers shall pay interest at a rate based on the Derived Base Rate.

     “Borrower” means that term as defined in the first paragraph hereof.

     “Borrowers” means that term as defined in the first paragraph hereof.

     “Budget” means the budget for the Mexican Project, specifying all costs and expenses of every kind and nature whatever to be incurred by Borrowers in connection with the Mexican Project prior to the Project Completion Date.

     “Business Day” means any day that is not a Saturday, a Sunday or another day of the year on which national banks are authorized or required to close in Cleveland, Ohio, and, in addition, if the applicable Business Day relates to a Eurodollar Loan, a day of the year on which dealings in deposits are carried on in the London interbank Eurodollar market.

     “Capex Commitment” means the Capex Draw Commitment and the Capex Term Loan Commitment.

     “Capex Conversion Date” means May 31, 2009.

     “Capex Draw Commitment” means the obligation hereunder of the Lenders, during the applicable Commitment Period, to make Capex Draw Loans, up to an aggregate principal amount outstanding at any time equal to the Maximum Capex Draw Amount.

     “Capex Draw Exposure” means, at any time, the aggregate principal amount of all Capex Draw Loans outstanding.

     “Capex Draw Loan” means a Loan granted to Core Molding by the Lenders in accordance with Section 2.4(a) hereof.

     “Capex Loan” means a Capex Draw Loan or the Capex Term Loan.

     “Capex Note” means a Capex Note, in the form of the attached Exhibit D , executed and delivered pursuant to Section 2.8(d) hereof.

     “Capex Term Loan” means the Loan granted to Core Molding in an original principal amount equal to the aggregate principal amount of all Capex Draw Loans outstanding on the Capex Conversion Date, in accordance with Section 2.4(b) hereof.

     “Capex Term Loan Commitment” means the obligation hereunder of the Lenders to make the Capex Term Loan.

     “Capex Term Loan First Payment Date” means the first day of the first full calendar month after the Capex Conversion Date.

     “Capex Term Loan Payment Amount” means an amount equal to the original principal amount of the Capex Term Loan divided by eighty-four (84).

     “Capital Distribution” means a payment made, liability incurred or other consideration given by a Company to any Person that is not a Company, for the purchase, acquisition, redemption, repurchase, payment or retirement of any capital stock or other equity interest of such Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of such Company) in respect of such Company’s capital stock or other equity interest.

     “Capital Expenditure Modification Date” means the later of (a) December 31, 2010, and (b) the date that the aggregate principal amount of the Mexican Loan outstanding is equal to or less than Two Million Dollars ($2,000,000).

     “Capitalized Lease Obligations” means obligations of the Companies for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

     “Change in Control” means (a) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as then in effect) or of record, on or after the Closing Date, by any Person or group (within the meaning of Sections 13d and 14d of the Securities Exchange Act of 1934, as then in effect), of shares representing more than thirty-five percent (35%) of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of Core Molding; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors or other governing body of Core Molding by Persons who were neither (i) nominated by the board of directors or other governing body of Core Molding nor (ii) appointed by directors so nominated; (c) if Core Molding shall cease to own, directly or indirectly, one hundred percent (100%) (provided that such ownership may exclude a nominal amount of shares required by law to be held by another Person) of the outstanding capital stock of Core Mexico; or (d) the occurrence of a change in control, or other term of similar import used therein, as defined in any Material Indebtedness Agreement.

     “Change Order” means any request for changes in the Plans and Specifications (other than minor field changes involving no extra cost).

     “Closing Date” means the effective date of this Agreement as set forth in the first paragraph of this Agreement.

     “Closing Fee Letter” means the Closing Fee Letter between Core Molding and Agent, dated as of the Closing Date.

     “Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

     “Commitment” means the obligation hereunder of the Lenders, during the applicable Commitment Periods, (a) to make Revolving Loans and to participate in the issuance of Letters of Credit and Swing Loans pursuant to the Revolving Credit Commitment, (b) to make the Term Loan pursuant to the Term Loan Commitment, (c) to make Capex Loans pursuant to the Capex Commitment, (d) to make the Mexican Loan pursuant to the Mexican Loan Commitment, and (e) to participate in the issuance of the IDRB Letter of Credit, up to the Total Commitment Amount.

     “Commitment Percentage” means, for each Lender, the percentage set forth opposite such Lender’s name under the column headed “Commitment Percentage”, as listed in Schedule 1 hereto (taking into account any assignments pursuant to Section 11.10 hereof).

     “Commitment Period” means (a) with respect to the Revolving Credit Commitment, the period from the Closing Date to April 30, 2010, (b) with respect to the Capex Draw Commitment, the period from the Closing Date to the Capex Conversion Date, (c) with respect to the Mexican Loan Commitment, the period from the Closing Date to the Mexican Line Conversion Date, and (d) with respect to the IDRB Letter of Credit Commitment, the period from the Closing Date to April 17, 2013, or, in the case of each (a), (b), (c) and (d), such earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof.

     “Companies” means all Borrowers and all Subsidiaries of all Borrowers.

     “Company” means a Borrower or a Subsidiary of a Borrower.

     “Compliance Certificate” means a Compliance Certificate in the form of the attached Exhibit H .

     “Confidential Information” means all confidential or proprietary information about the Companies that has been furnished by any Company to Agent or any Lender, whether furnished before or after the Closing Date and regardless of the manner in which it is furnished, but does not include any such information that (a) is or becomes generally available to the public other than as a result of a disclosure by Agent or such Lender not permitted by this Agreement, (b) was available to Agent or such Lender on a nonconfidential basis prior to its disclosure to Agent or such Lender, or (c) becomes available to Agent or such Lender on a nonconfidential basis from a Person other than a Company.

     “Consideration” means, in connection with an Acquisition, the aggregate consideration paid or to be paid, including borrowed funds, cash, deferred payments, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to compete and any other consideration paid or to be paid for such Acquisition.

     “Consolidated” means the resultant consolidation of the financial statements of Core Molding and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.14 hereof.

     “Consolidated Capital Expenditures” means, for any period, the amount of capital expenditures of Core Molding (specifically including any software development costs that are capitalized), as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated Depreciation and Amortization Charges” means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Core Molding for such period, as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated EBITDA” means, for any period, as determined on a Consolidated basis and in accordance with GAAP, (a) Consolidated Net Earnings for such period plus, without duplication, the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Charges, and (iv) reasonable non-recurring non-cash losses not incurred in the ordinary course of business; minus, (b) to the extent included in Consolidated Net Earnings for such period, non-recurring gains not incurred in the ordinary course of business.

     “Consolidated Fixed Charges” means, for any period, on a Consolidated basis and in accordance with GAAP, the aggregate, without duplication, of (a) Consolidated Interest Expense (including, without limitation, the “imputed interest” portion of Capitalized Lease Obligations, synthetic leases and asset securitizations, if any), (b) Consolidated Income Tax Expense, (c) scheduled principal payments of long-term Consolidated Funded Indebtedness (other than scheduled principal payments of the Mexican Loan that were prepaid by Core Molding or any of its Subsidiaries one year (or longer) prior to the due date of such principal payment), (d) Capital Distributions, and (e) Consolidated Unfunded Capital Expenditures; provided that, for the purposes of calculating the Fixed Charge Coverage Ratio, on and after the Capital Expenditure Modification Date, Consolidated Unfunded Capital Expenditures shall be deemed to be Two Million Dollars ($2,000,000) for the most recently completed four fiscal quarters of Core Molding.

     “Consolidated Funded Indebtedness” means, at any date, all Indebtedness (including, but not limited to, current, long-term and Subordinated Indebtedness, if any) of Core Molding, as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated Income Tax Expense” means, for any period, all provisions for taxes based on the gross or net income of Core Molding (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of Core Molding, as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated Interest Expense” means, for any period, the interest expense of Core Molding for such period, as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated Net Earnings” means, for any period, the net income (loss) of Core Molding for such period, as determined on a Consolidated basis and in accordance with GAAP.

     “Consolidated Net Worth” means, at any date, the stockholders’ equity of Core Molding, determined as of such date on a Consolidated basis and in accordance with GAAP.

     “Consolidated Unfunded Capital Expenditures” means, for any period, all additions to fixed assets of the Companies not funded with (a) long-term Indebtedness or (b) Capitalized Lease Obligations.

     “Construction” means the construction and equipping of the Improvements in accordance with the Plans and Specifications, and the installation of all personal property, fixtures and equipment required for the operation of the Mexican Project.

     “Construction Contract” means the agreement, dated as of August 27, 2008, between Core Mexico and the Construction Contractor to build the Mexican Project.

     “Construction Contractor” means AS Construcciones de Norte, S.A. de C.V., a company organized and existing under the laws of Mexico.

     “Construction Schedule” means a schedule, satisfactory to Agent and the Consultant, establishing a timetable for completion of the Construction, and showing, on a monthly basis, the anticipated progress of the Construction, and also showing that the Improvements can be completed on or before the Project Completion Date.

     “Consultant” means an independent consulting architect, inspector and/or engineer, designated by Agent, in Agent’s sole discretion. As of the Closing Date, the Consultant is Dennis Heindel of Property Solutions Inc.

     “Control Agreement” means each Deposit Account Control Agreement among a Credit Party, Agent and a depository institution, dated on or after the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

     “Controlled Group” means a Company and each Person required to be aggregated with a Company under Code Section 414(b), (c), (m) or (o).

     “Core Mexico” means that term as defined in the first paragraph hereof.

     “Core Molding” means that term as defined in the first paragraph hereof.

     “Credit Event” means the making by the Lenders of a Loan, the conversion by the Lenders of a Base Rate Loan to a Daily LIBOR Loan or a Eurodollar Loan, the conversion by the Lenders of a Daily LIBOR Loan to a Eurodollar Loan, the continuation by the Lenders of a Eurodollar Loan after the end of the applicable Interest Period, the making by the Swing Line Lender of a Swing Loan, or the issuance (or amendment or renewal) by the Fronting Lender of a Letter of Credit or the IDRB Letter of Credit.

     “Credit Party” means a Borrower and any Subsidiary or other Affiliate that is a Guarantor of Payment.

     “Daily Interest Period” means, with respect to a Daily LIBOR Loan, the period commencing on the date such Daily LIBOR Loan is made and ending on the next day, with successive Daily Interest Periods automatically commencing daily thereafter.

     “Daily LIBOR Loan” means a Revolving Loan described in Section 2.2(a) hereof, or the Mexican Loan described in Section 2.5 hereof, that shall be denominated in Dollars and on which Borrowers shall pay interest at a rate based on the Derived Daily LIBOR Rate.

     “Daily LIBOR Rate” means, for any Daily Interest Period:

     (a) with respect to a Daily LIBOR Loan that is a Revolving Loan or a Swing Loan, a rate per annum equal to the greater of (i) the per annum rate of interest (rounded upwards, if necessary, to the nearest 1/16 ^th of 1%) at which, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Daily Interest Period, Dollar deposits in immediately available funds in an amount comparable to such Loan and with a maturity of one day are offered to the prime banks by leading banks in the London interbank market, and (ii) one percent (1%); and

     (b) with respect to a Daily LIBOR Loan that is the Mexican Loan, a rate per annum equal to the greater of (i) the per annum the rate of interest, as of approximately 11:00 A.M. (London time) two Business Days prior to such date as the rate in the London interbank market for Dollar deposits in immediately available funds in an amount comparable to such Loan and with a maturity of one day are offered to the prime banks by leading banks in the London interbank market, and (ii) one percent (1%).

     “Default” means an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default, and that has not been waived by the Required Lenders (or, if applicable, all of the Lenders) in writing.

     “Default Rate” means (a) with respect to any Loan or other Obligation, a rate per annum equal to three percent (3%) in excess of the rate otherwise applicable thereto, and (b) with

respect to any other amount, if no rate is specified or available, a rate per annum equal to three percent (3%) in excess of the Base Rate from time to time in effect (or in excess of the Derived Base Rate if the Applicable Margin is a positive number at the time of the calculation of the Default Rate).

     “Deficiency Deposit” means that term as defined in Section 12.5 hereof.

     “Deposit Account” means (a) a deposit account, as defined in the U.C.C., (b) any other deposit account, and (c) any demand, time, savings, checking, passbook or similar account maintained with a bank, savings and loan association, credit union or similar organization.

     “Derived Base Rate” means a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) for Base Rate Loans plus the Base Rate.

     “Derived Daily LIBOR Rate” means a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) for Daily LIBOR Loans plus the Daily LIBOR Rate.

     “Derived Eurodollar Rate” means a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) for Eurodollar Loans plus the Eurodollar Rate.

     “Derived Swing Loan Rate” means a rate per annum equal to the Derived Daily LIBOR Rate; provided that, if the Daily LIBOR Rate shall be unavailable for any reason or the Swing Line Lender shall be unable to determine the Daily LIBOR Rate on any day, the Derived Swing Loan Rate shall equal the Derived Base Rate from time to time in effect.

     “Dollar” or the $ sign means lawful money of the United States of America.

     “Domestic Guarantor of Payment” means each of the Companies designated a “Domestic Guarantor of Payment” on Schedule 2 hereto, each of which is executing and delivering a Guaranty of Payment on the Closing Date, and any other Domestic Subsidiary that shall deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

     “Domestic Mortgage” means (a) each Existing IDRB Mortgage, (b) each Leasehold Mortgage, and (c) each Open-End Mortgage, Assignment of Leases and Rents and Security Agreement (or deed of trust or comparable document), dated on or after the Closing Date, relating to the Domestic Real Property, executed and delivered by Core Molding or a Domestic Guarantor of Payment, to further secure the Obligations, as the same may from time to time be amended, restated or otherwise modified.

     “Domestic Real Property” means each parcel of the real estate owned by a Core Molding or a Domestic Guarantor of Payment, as set forth on Schedule 3(a) hereto, together with all improvements and buildings thereon and all appurtenances, easements or other rights thereto belonging, and being defined collectively as the “Property” in each of the Domestic Mortgages.

     “Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary.

     “Dormant Subsidiary” means a Company that (a) is not a Credit Party, (b) has aggregate assets of less than One Hundred Thousand Dollars ($100,000), and (c) has no direct or indirect Subsidiaries with aggregate assets for such Company and all such Subsidiaries of more than One Hundred Thousand Dollars ($100,000).

     “Eligible Transferee” means a commercial bank, financial institution or other “accredited investor” (as defined in SEC Regulation D) that is not (a) a Borrower, a Subsidiary or an Affiliate, or (b) a competitor (or any affiliate of a competitor) of a Company or of an Affiliate.

     “Environmental Laws” means all provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines, policies, procedures, orders in council, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by a Governmental Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning environmental health or safety and protection of, or regulation of the handling, or the discharge or release of, substances and Hazardous Material into, the environment. With respect to Core Mexico, the term “Environmental Laws” shall also include, without limitation, Mexico’s Ley General del Equilibrio Ecológico y la Protección al Ambiente , Mexico’s Ley de Aguas Nacionales , Mexico’s Ley General para la Prevención y Gestión Integral de los Residuos , Mexico’s Ley General de Salud , and their respective regulations, as well as Mexico’s Reglamento Federal de Seguridad, Higiene y Medio Ambiente en el Trabajo, and Mexican official norms (“ normas oficiales mexicanas ”), as each of the foregoing have been amended or supplemented or may be amended or supplemented from time to time.

     “Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

     “Equipment” means all equipment, as defined in the U.C.C.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

     “ERISA Event” means (a) the existence of a condition or event with respect to an ERISA Plan that presents a significant risk of the imposition of an excise tax or any other material liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that, in either case, could result in a material liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which PBGC Form 10 or Form 10 Advance notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence

or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401(k) and such failure exposes or could expose a Company to a material liability; (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any material requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a material claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by or any expectation of the incurrence by a Controlled Group member of any material liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B other than limited payment in connection with severance benefits or with respect to senior executives of a Company.

     “ERISA Plan” means an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

     “Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “Eurodollar” means a Dollar denominated deposit in a bank or branch outside of the United States.

     “Eurodollar Loan” means a Capex Draw Loan described in Section 2.4(a) hereof, or a portion of the Capex Term Loan described in Section 2.4(b) hereof, that shall be denominated in Dollars and on which Core Molding shall pay interest at a rate based on the Derived Eurodollar Rate.

     “Eurodollar Rate” means, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient obtained by dividing (a) the rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed on British Bankers Association Interest Rate LIBOR 01 or 02 as provided by Reuters or Bloomberg (or, if for any reason such rate is unavailable from Reuters or Bloomberg, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters or Bloomberg) as the rate in the London interbank market for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate quotation is not available for any reason, then the Eurodollar Rate shall be the average of the per annum rates at which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s discretion) by prime banks in any Eurodollar market reasonably

selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), two Business Days prior to the beginning of the relevant Interest Period pertaining to such Eurodollar Loan; by (b) 1.00 minus the Reserve Percentage.

     “Event of Default” means an event or condition that shall constitute an event of default as defined in Article VII hereof.

     “Excluded Taxes” means, in the case of Agent and each Lender, taxes imposed on or measured by its overall net income or branch profits, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which Agent or such Lender, as the case may be, is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable lending office is located.

     “Existing IDRB Mortgage” means each Open-End Mortgage, Assignment of Leases and Rents and Security Agreement (or deed of trust or comparable document), dated prior to the Closing Date, relating to the Domestic Real Property, executed and delivered by Core Molding to further secure the obligations of Core Molding under the IDRB Documents, as each may have been amended and as the same may from time to time be further amended, restated or otherwise modified.

     “Existing Letter of Credit” means that term as defined in Section 2.2(b)(vii) hereof.

     “Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.

     “Financial Officer” means any of the following officers: chief executive officer, president, chief financial officer or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Core Molding.

     “Fixed Charge Coverage Ratio” means, as determined for the most recently completed four fiscal quarters of Core Molding, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated EBITDA to (b) Consolidated Fixed Charges.

     “Foreign Benefit Plan” means each material plan, fund, program or policy established under the law of a jurisdiction other than the United States (or a state or local government thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which one or more Companies have any liability with respect to any employee or former employee, but excluding any Foreign Pension Plan.

     “Foreign Guarantor of Payment” means each of the Companies set forth on Schedule 2 hereto that shall have been designated a “Foreign Guarantor of Payment”, that are each executing and delivering a Guaranty of Payment, or any other Foreign Subsidiary that shall execute and deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

     “Foreign Pension Plan” means a pension plan required to be registered under the law of a jurisdiction other than the United States (or a state or local government thereof), that is maintained or contributed to by one or more Companies for their employees or former employees.

     “Foreign Subsidiary” means a Subsidiary that is organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia.

     “Fronting Lender” means, as to any Letter of Credit transaction hereunder, Agent as issuer of the Letter of Credit, or, in the event that Agent either shall be unable to issue or shall agree that another Lender may issue, a Letter of Credit, such other Lender as shall agree to issue the Letter of Credit in its own name, but in each instance on behalf of the Lenders hereunder.

     “GAAP” means generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of Core Molding, except with respect to Core Mexico, in which case, “GAAP” means, as may be applicable depending on the date of applicability thereof, (a) the generally accepted accounting principles issued by the Mexican Institute of Public Accountants ( Instituto Mexicano de Contadores Públicos ) applied in a consistent basis using the same policies, procedures, judgments, assumption, estimates, methodologies and calculations by the Companies to each period covered thereby, or (b) the Financial Information Norms ( Normas de Información Financiera ) issued by the Mexican Council for the Research and Development of Financial Information Norms ( Normas de Información Financiera publicadas por el Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C. ).

     “Governmental Approvals” mean, collectively, all consents, licenses and permits, and all other authorizations or approvals required from any Governmental Authority for the Construction in accordance with the Plans and Specifications.

     “Governmental Authority” means any nation or government, any state, province or territory or other political subdivision thereof, any governmental agency, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization exercising such functions.

     “Guaranteed Obligations” means that term as defined in Section 10.1 hereof.

     “Guarantor” means a Person that shall have pledged its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another

and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

     “Guarantor of Payment” means a Domestic Guarantor of Payment or Foreign Guarantor of Payment, or any other Person that shall execute and deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

     “Guaranty of Payment” means each Guaranty of Payment executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

     “Hazardous Material” means petroleum and petroleum products, and compounds containing them, including, without limitation, gasoline, diesel fuel and oil, toxic, corrosive, infectious, carcinogenic, mutagenic, explosive and flammable materials, substances, or wastes, or any constituents thereof, radioactive materials, polychlorinated biphenyls and compounds containing them, lead and lead-based paint, asbestos or asbestos-containing materials in any form that is or could become friable, urea formaldehyde foam insulation, radon gas, and any substance, material or waste (whether solid, liquid or gas) which is or becomes regulated by or under any Environmental Law.

     “Hedge Agreement” means any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates entered into by a Company with any Person.

     “IDRB Bonds” means the South Carolina Jobs-Economic Development Authority Multi-Mode Variable Rate Industrial Development Revenue Bonds, Series 1998 (Core Materials Corporation Project).

     “IDRB Documents” means the IDRB Letter of Credit, the Indenture, and any other document executed by Core Molding in connection with the issuance and sale of the IDRB Bonds.

     “IDRB Letter of Credit” means that certain Irrevocable Transferrable Letter of Credit No. S98/95374 that was issued on or about May 7, 1998 in favor of The Huntington National Bank, as trustee, by KeyBank for the benefit of Core Molding, including amendments thereto, if any, in the amount, as of the Closing Date, of IDRB Letter of Credit Commitment, which letter of credit matures on April 17, 2013, as such letter of credit may from time to time be amended or replaced.

     “IDRB Letter of Credit Commitment” means the obligation hereunder of the Fronting Lender, on behalf of the Lenders, to honor draws with respect to the IDRB Letter of Credit to

Core Molding in the aggregate undrawn Dollar amount of Three Million Three Hundred Thirty-Two Thousand Four Hundred Ninety-Three and 15/100 Dollars ($3,332,493.15).

     “IDRB Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of the IDRB Letter of Credit, and (b) the aggregate of the draws made on the IDRB Letter of Credit that have not been reimbursed by Core Molding.

     “Improvements” means the improvements described in the Plans and Specifications, offsite improvements and any existing improvements not to be demolished.

     “In-Balance” means such term as defined in Section 12.5 hereof.

     “Indebtedness” means, for any Company, without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (c) all obligations under conditional sales or other title retention agreements, (d) all obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all net obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all synthetic leases, (g) all Capitalized Lease Obligations, (h) all obligations of such Company with respect to asset securitization financing programs to the extent that there is recourse against such Company or such Company is liable (contingent or otherwise) under any such program, (i) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, (j) all indebtedness of the types referred to in subparts (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Company is a general partner or joint venturer, unless such indebtedness is expressly made non-recourse to such Company, (k) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements, and (l) any guaranty of any obligation described in subparts (a) through (k) hereof.

     “Indenture” means that certain Trust Indenture between South Carolina Job-Economic Development Authority and The Huntington National Bank, as trustee, dated as of April 1, 1998.

     “Intellectual Property Security Agreement” means an Intellectual Property Security Agreement executed and delivered on or after the Closing Date by Core Molding or a Domestic Guarantor of Payment, wherein such Borrower or Guarantor of Payment, as the case may be, has granted to Agent, for the benefit of the Lenders, a security interest in all intellectual property owned by such Borrower or Domestic Guarantor of Payment, as the same may from time to time be amended, restated or otherwise modified.

     “Interest Adjustment Date” means the last day of each Interest Period.

     “Interest Period” means, with respect to a Eurodollar Loan, the period commencing on the date such Eurodollar Loan is made and ending on the last day of such period, as selected by Administrative Borrower pursuant to the provisions hereof, and thereafter (unless such

Eurodollar Loan is converted to a Base Rate Loan) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period, as selected by Administrative Borrower pursuant to the provisions hereof. The duration of each Interest Period for a Eurodollar Loan shall be one month, as Administrative Borrower may select upon notice, as set forth in Section 2.9 hereof; provided that, if Administrative Borrower shall fail to so select the duration of any Interest Period for a Eurodollar Loan at least three Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, Borrowers shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period.

     “Inventory” means all inventory, as defined in the U.C.C.

     “KeyBank” means KeyBank National Association, and its successors and assigns.

     “Landlord’s Waiver” means a landlord’s waiver or mortgagee’s waiver, each in form and substance satisfactory to Agent, delivered by a Company in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

     “Lease” means that certain Lease Purchase Agreement between Cherokee County, South Carolina, as lessor, and Core Molding, as lessee, dated as of December 1, 1998, and recorded December 31, 1998 at Deed Book 41, Page 171 of Cherokee County, South Carolina Records, and re-recorded February 11, 1999 at Deed Book 45, Page 4 of Cherokee County, South Carolina Records.

     “Leasehold Mortgage” means each Leasehold Mortgage, Assignment of Leases and Rents and Fixture Filing (or comparable document), dated on or after the Closing Date, relating to the Lease, executed and delivered by Core Molding, to further secure the Obligations, as the same may from time to time be amended, restated or otherwise modified.

     “Lender” means that term as defined in the first paragraph hereof and, as the context requires, shall include the Fronting Lender and the Swing Line Lender.

     “Letter of Credit” means a commercial documentary letter of credit or standby letter of credit that shall be issued by the Fronting Lender for the account of Core Molding or a Domestic Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) one year after its date of issuance (provided that such Letter of Credit may provide for the renewal thereof for additional one year periods), or (b) thirty (30) days prior to the last day of the Commitment Period for the Revolving Credit Commitment.

     “Letter of Credit Commitment” means the commitment of the Fronting Lender, on behalf of the Lenders, to issue Letters of Credit in an aggregate face amount of up to One Hundred Thousand Dollars ($100,000).

     “Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all issued and outstanding Letters of Credit, and (b) the aggregate of the draws made

on Letters of Credit that have not been reimbursed by Core Molding or converted to a Revolving Loan pursuant to Section 2.2(b)(v) hereof.

     “Leverage Ratio” means, as determined on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Funded Indebtedness (as determined on the last day of the most recently completed fiscal quarter of Core Molding), to (b) Consolidated EBITDA (for the most recently completed four fiscal quarters of Core Molding).

     “Lien” means any mortgage, deed of trust, security interest, security trust ( fideicomiso de garantía ), lien (statutory or other), charge, assignment, hypothecation, encumbrance on, pledge or deposit of, or conditional sale, leasing (other than operating leases), sale with a right of redemption or other title retention agreement, any capitalized lease with respect to any property (real or personal) or asset, and any device (including, without limitation, a foreign trust or joint venture) established for the purpose of setting aside funds to facilitate payments to any Person or group of Persons.

     “Loan” means (a) a Revolving Loan, a Swing Loan, the Term Loan or a Capex Loan granted to Core Molding by the Lenders in accordance with Section 2.2(a), 2.2(c), 2.3 or 2.4 hereof, or (b) the Mexican Loan granted to Core Mexico by the Lenders in accordance with Section 2.5 hereof.

     “Loan Documents” means, collectively, this Agreement, each Note, each Guaranty of Payment, all documentation relating to each Letter of Credit, the IDRB Documents, each Security Document, the Agent Fee Letter and the Closing Fee Letter, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto.

     “Major Subcontract” means any subcontract between the Construction Contractor and any subcontractor or material supplier that provides for an aggregate contract price equal to or greater than Five Hundred Thousand Dollars ($500,000).

     “Major Subcontractor” means any subcontractor under a Major Subcontract.

     “Management Fees” means management, consulting or other similar fees paid by any Company to any Affiliate of any Company.

     “Mandatory Prepayment” means that term as defined in Section 2.14(e) hereof.

     “Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of any Borrower, (b) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Companies taken as a whole, (c) the rights and remedies of Agent or the Lenders under any Loan Document, (d) the ability of any Credit Party to perform its obligations under any Loan Document to which it is a party, or (e) the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

     “Material Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of any Company or the Companies equal to or in excess of the amount of Five Hundred Thousand Dollars ($500,000).

     “Material Recovery Determination Notice” means that term as defined in Section 2.14(e) hereof.

     “Material Recovery Event” means (a) any casualty loss in respect of assets of a Company covered by casualty insurance, and (b) any compulsory transfer or taking under threat of compulsory transfer of any asset of a Company by any Governmental Authority; provided that, in the case of either (a) or (b), the proceeds received by the Companies from such loss, transfer or taking exceeds One Hundred Thousand Dollars ($100,000).

     “Maximum Amount” means, for each Lender, the amount set forth opposite such Lender’s name under the column headed “Maximum Amount” as set forth on Schedule 1 hereto, subject to decreases determined pursuant to Section 2.12(e) hereof, and assignments of interests pursuant to Section 11.10 hereof; provided that the Maximum Amount for the Swing Line Lender shall exclude the Swing Line Commitment (other than its pro rata share), and the Maximum Amount of the Fronting Lender shall exclude the Letter of Credit Commitment (other than its pro rata share).

     “Maximum Capex Draw Amount” means Twelve Million Dollars ($12,000,000).

     “Maximum Mexican Draw Amount” means Eight Million Dollars ($8,000,000).

     “Maximum Rate” means that term as defined in Section 2.7(i) hereof.

     “Maximum Revolving Amount” means Eight Million Dollars ($8,000,000), as such amount may be reduced pursuant to Section 2.12(e) hereof.

     “Mexican Draw Disbursement” means a disbursement to Core Mexico by the Lenders in accordance with Section 2.5(a) hereof.

     “Mexican Draw Exposure” means, at any time, the aggregate principal amount of all Mexican Draw Disbursements outstanding.

     “Mexican Line Conversion Date” means May 31, 2009.

     “Mexican Loan” means the Loan granted to Core Mexico in the original principal amount of Eight Million Dollars ($8,000,000), to be disbursed to Core Mexico pursuant to Section 2.9(b) hereof prior to the Mexican Line Conversion Date, in accordance with Section 2.5 hereof.

     “Mexican Loan Commitment” means the obligation hereunder of the Lenders to make the Mexican Loan.

     “Mexican Mortgage” means the Mexican law First Priority and Ranking Mortgage (or comparable document), dated on or after the Closing Date, relating to the Mexican Real Property and the Mexican Project, executed and delivered by Core Mexico to secure the Mexican Note, as the same may from time to time be amended, restated or otherwise modified.

     “Mexican Note” means the Mexican Note of Core Mexico (which qualifies as pagaré under Mexican law) and payable to KeyBank, in the form of the attached Exhibit E , executed and delivered pursuant to Section 2.6(e) hereof.

     “Mexican Project” means the land acquisition and construction of a manufacturing plant in Matamoros, Mexico, at the location set forth on Schedule 3(b) hereto, including the Improvements, all rights, privileges, easements and hereditaments relating or appertaining thereto, and all personal property, fixtures and equipment required or beneficial for the operation thereof.

     “Mexican Project Draw Request” means a Mexican Project Draw Request in the form of the attached Exhibit G .

     “Mexican Project Loan Opening” means the first disbursement of the proceeds of the Capex Loans or the Mexican Loan.

     “Mexican Real Property” means the real estate owned by Core Mexico, as set forth on Schedule 3(b) hereto, together with all improvements and buildings thereon and all appurtenances, easements or other rights thereto belonging, and being defined collectively as the “Property” in the Mexican Mortgage.

     “Mexican Security Agreement” means the Mexican law “pledge without transfer of possession” in form and substance satisfactory to Agent, whereby a first priority pledge is created over any and all existing and future chattels, tangible and intangible assets, personal property, rights, proceeds located in Mexico and Mexican registered intellectual property of Core Molding and Core Composites Corporation, as the case may be, to secure any and all Secured Obligations.

     “Mexican Stock Pledge Agreement” means a Mexican law equity interest pledge agreement, relating to the equity interests property of Core Molding or a Domestic Guarantor of Payment representing sixty-five percent (65%) of the equity capital of Core Mexico, executed by Core Molding or a Domestic Guarantor of Payment, as the same may from time to time amended, restated or otherwise modified.

     “Moody’s” means Moody’s Investors Service, Inc., and any successor to such company.

     “Mortgage” means a Domestic Mortgage or the Mexican Mortgage.

     “Multiemployer Plan” means a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

     “Non-Credit Party” means a Company that is not a Credit Party.

     “Non-Credit Party Exposure” means the aggregate amount, incurred on or after the Closing Date, of loans by a Credit Party to, investments by a Credit Party in, guaranties by a Credit Party of Indebtedness of, and Letters of Credit issued to or for the benefit of, a Foreign Subsidiary that is a Non-Credit Party.

     “Non-U.S. Lender” means that term as defined in Section 3.2(d) hereof.

     “Note” means a Revolving Credit Note, the Swing Line Note, the Term Note, a Capex Note, or the Mexican Note, or any other promissory note delivered pursuant to this Agreement.

     “Notice of Loan” means a Notice of Loan in the form of the attached Exhibit F .

     “Obligations” means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by one or more Borrowers to Agent, the Swing Line Lender, the Fronting Lender, or any Lender (or any affiliate thereof) pursuant to this Agreement and the other Loan Documents, and includes the principal of and interest on all Loans and all obligations pursuant to Letters of Credit and the IDRB Letter of Credit; (b) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part; (c) the commitment and other fees, and any prepayment fees payable pursuant to this Agreement or any other Loan Documents; (d) all fees and charges in connection with the Letters of Credit; (e) every other liability, now or hereafter owing to Agent or any Lender by any Company pursuant to this Agreement or any other Loan Document; and (f) all Related Expenses.

     “Organizational Documents” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, operating agreement or equivalent formation documents, its estatutos sociales and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

     “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes, goods and services taxes, harmonized sales taxes and other sales taxes, use taxes, value added taxes, charges or similar taxes or levies arising from any payment made hereunder or from the execution, delivery, registration, recording or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     “Participant” means that term as defined in Section 11.11 hereof.

     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

     “PBGC” means the Pension Benefit Guaranty Corporation, and its successor.

     “Pension Plan” means an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

     “Permitted Exceptions” means those matters listed on Schedule B to the Title Policy to which title to the Mexican Project may be subject at the Mexican Project Loan Opening, and thereafter such other title exceptions as Agent may reasonably approve in writing.

     “Permitted Foreign Subsidiary Loans and Investments” means:

     (a) the investments by Core Molding or a Domestic Subsidiary in a Foreign Subsidiary, existing as of the Closing Date and set forth on Schedule 5.11 hereto;

     (b) the loans by Core Molding or a Domestic Subsidiary to a Foreign Subsidiary, in such amounts existing as of the Closing Date and set forth on Schedule 5.11 hereto (and any extension, renewal or refinancing thereof but, only to the extent that the principal amount thereof does not increase after the Closing Date);

     (c) any investment by a Foreign Subsidiary in, or loan from a Foreign Subsidiary to, or guaranty from a Foreign Subsidiary of Indebtedness of, a Company that is a Credit Party;

     (d) any investment or loan by Core Molding or a Domestic Subsidiary in or to, or guaranty from Core Molding or a Domestic Subsidiary of Indebtedness of, Core Mexico, made after the Closing Date, up to the aggregate amount of (i) at any time for the period commencing with the Closing Date through December 31, 2009, Twelve Million Dollars ($12,000,000), and (ii) at any time for the period during any fiscal year commencing after December 31, 2009, the sum of (A) Twelve Million Dollars ($12,000,000) plus (B) Three Million Dollars ($3,000,000) for each fiscal year commencing after December 31, 2009;

     (e) any Non-Credit Party Exposure incurred after the Closing Date, up to the aggregate amount of Five Hundred Thousand Dollars ($500,000) for such Non-Credit Party, so long as the Non-Credit Party Exposure and loans by all Credit Parties to all Non-Credit Parties incurred pursuant to this subpart (e) does not exceed the aggregate amount of Five Hundred Thousand Dollars ($500,000) at any time outstanding; and

     (f) any investment by a Foreign Subsidiary that is a Non-Credit Party in, or loan by a Foreign Subsidiary that is a Non-Credit Party to, a Company.

     “Permitted Investment” means:

     (a) the investments of a Company in the stock (or other debt or equity instruments) of a Person (other than a Company) existing as of the Closing Date and as set forth on Schedule 5.11 hereto; and

     (b) an investment of a Company in the stock (or other debt or equity instruments) of a Person (other than a Company), so long as (i) the Company making the investment is a Credit Party; and (ii) the aggregate amount of all such investments of all

Companies made after the Closing Date does not exceed, at any time, an aggregate amount (as determined when each such investment is made) of Five Hundred Thousand Dollars ($500,000).

     “Person” means any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, unlimited liability company, institution, trust, estate, Governmental Authority or any other entity.

     “Plans and Specifications” means the reasonably detailed plans and specifications for the Improvements, as approved by Agent, and as modified hereafter with Agent’s prior written approval or as otherwise expressly permitted by this Agreement.

     “Pledge Agreement” means each of the Pledge Agreements, relating to the Pledged Securities, executed and delivered by a Borrower or a Guarantor of Payment, as applicable, in favor of Agent, for the benefit of the Lenders, dated as of the Closing Date, and any other Pledge Agreement executed by any other Domestic Subsidiary on or after the Closing Date, as any of the foregoing may from time to time be amended, restated or otherwise modified.

     “Pledged Securities” means all of the shares of capital stock or other equity interest of a Subsidiary of Core Molding, whether now owned or hereafter acquired or created, and all proceeds thereof; provided that Pledged Securities that secure Secured Obligations of Core Molding shall only include up to sixty-five percent (65%) of the shares of voting capital stock or other voting equity interest of any first-tier Foreign Subsidiary and shall not include any Foreign Subsidiary other than a first-tier Foreign Subsidiary. Schedule 5 hereto lists, as of the Closing Date, all of the Pledged Securities.

     “Prime Rate” means the interest rate established from time to time by Agent as Agent’s prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

     “Processor’s Waiver” means a processor’s waiver, in form and substance reasonably satisfactory to Agent, delivered by a Company in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

     “Project Completion Date” means May 31, 2009, subject to extension pursuant to Section 5.28(a) hereof.

     “Register” means that term as described in Section 11.10(i) hereof.

     “Regularly Scheduled Payment Date” means the first day of each calendar month.

     “Reimbursement Agreement” means that certain Reimbursement Agreement, dated as of the 1st day of April, 1998, as amended and restated on the date hereof, by and between Core Molding and KeyBank, as the same may from time to time be further amended, restated or otherwise modified or replaced.

     “Related Expenses” means any and all costs, liabilities and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorneys’ fees, legal expenses, judgments, suits and disbursements) (a) incurred by Agent, or imposed upon or asserted against Agent or any Lender, in any attempt by Agent and the Lenders to (i) obtain, preserve, perfect or enforce any Loan Document or any security interest evidenced by any Loan Document; (ii) obtain payment, performance or observance of any and all of the Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess or dispose of any of the collateral securing the Obligations or any part thereof, including, without limitation, costs and expenses for appraisals, assessments and audits of any Company or any such collateral; or (b) incidental or related to (a) above, including, without limitation, interest thereupon from the date incurred, imposed or asserted until paid at the Default Rate.

     “Related Writing” means each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by any Credit Party, or any of its officers, to Agent or the Lenders pursuant to or otherwise in connection with this Agreement.

     “Reportable Event” means any of the events described in Section 4043 of ERISA except where notice is waived by the PBGC.

     “Request for Extension” means a notice, substantially in the form of the attached Exhibit J .

     “Required Lenders” means the holders of more than fifty percent (50%) of the sum of (a) (i) during the Commitment Period applicable to the Revolving Credit Commitment, the Maximum Revolving Amount, or (ii) after such Commitment Period, the Revolving Credit Exposure; (b) the principal outstanding under the Term Loan, (c) (A) during the Commitment Period applicable to the Capex Draw Commitment, the Maximum Capex Draw Amount, or (B) after such Commitment Period, the principal outstanding under the Capex Term Loan Commitment; (d) (1) during the Commitment Period applicable to the Mexican Loan Commitment, the Maximum Mexican Draw Amount, or (2) after such Commitment Period, the principal outstanding under the Mexican Loan Commitment; and (e) the IDRB Letter of Credit Exposure.

     “Required Permits” mean each building permit, environmental permit, utility permit, land use permit and any other permit, approval or license issued by any Governmental Authority that are required in connection with the Construction or operation of the Mexican Project.

     “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination or policy statement or interpretation of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property.

     “Reserve Percentage” means, for any day, that percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or

any successor) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

     “Restricted Payment” means, with respect to any Company, (a) any Capital Distribution, (b) any amount paid by such Company in repayment, redemption, retirement or repurchase, directly or indirectly, of any Subordinated Indebtedness, or (c) any amount paid by such Company in respect of Management Fees or other similar arrangement with any equity holder (other than a Company) of a Company or Affiliate.

     “Revolving Credit Commitment” means the obligation hereunder, during the applicable Commitment Periods, of (a) the Lenders to make Revolving Loans, (b) the Fronting Lender to issue and the Lenders to participate in, Letters of Credit pursuant to the Letter of Credit Commitment, and (c) the Swing Line Lender to make, and the Lenders to participate in, Swing Loans pursuant to the Swing Line Commitment; up to an aggregate principal amount outstanding at any time equal to the Maximum Revolving Amount.

     “Revolving Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of all Revolving Loans outstanding, (b) the Swing Line Exposure, and (c) the Letter of Credit Exposure.

     “Revolving Credit Note” means a Revolving Credit Note, in the form of the attached Exhibit A , executed and delivered pursuant to Section 2.8(a) hereof.

     “Revolving Loan” means a Loan made to Core Molding by the Lenders in accordance with Section 2.2(a) hereof.

     “SEC” means the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions.

     “Secured Obligations” means, collectively, (a) the Obligations, (b) all obligations and liabilities of the Companies owing to Lenders under Hedge Agreements, and (c) the Bank Product Obligations owing to Lenders under Bank Product Agreements.

     “Security Agreement” means each Security Agreement, executed and delivered by a Borrower or Guarantor of Payment in favor of Agent, for the benefit of the Lenders, dated as of the Closing Date, and any other Security Agreement executed after the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

     “Security Documents” means each Security Agreement, each Pledge Agreement, each Intellectual Property Security Agreement, each Mortgage, each Landlord’s Waiver, each Bailee’s Waiver, each Control Agreement, each Mexican Stock Pledge Agreement, each Mexican Security Agreement, each U.C.C. Financing Statement or similar filing as to a jurisdiction

located outside of the United States of America filed in connection herewith or perfecting any interest created in any of the foregoing documents, and any other document pursuant to which any Lien is granted by a Company or any other Person to Agent, for the benefit of the Lenders, as security for the Secured Obligations, or any part thereof, and each other agreement executed in connection with any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

     “Soil Report” means a soil test report prepared by a licensed engineer reasonably satisfactory to Agent, indicating to the reasonable satisfaction of Agent that the soil and subsurface conditions underlying the Mexican Project will support the Improvements.

     “Standard & Poor’s” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., and any successor to such company.

     “Subordinated” means, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of the Obligations.

     “Subsidiary” means (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by a Borrower or by one or more other subsidiaries of such Borrower or by such Borrower and one or more subsidiaries of such Borrower, (b) a partnership, limited liability company or unlimited liability company of which a Borrower, one or more other subsidiaries of such Borrower or such Borrower and one or more subsidiaries of such Borrower, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent (50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which a Borrower, one or more other subsidiaries of such Borrower or such Borrower and one or more subsidiaries of such Borrower, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person. Unless otherwise specified, references to Subsidiary shall mean a Subsidiary of Core Molding.

     “Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Loans to Core Molding up to the aggregate amount at any time outstanding of One Million Dollars ($1,000,000).

     “Swing Line Exposure” means, at any time, the aggregate principal amount of all Swing Loans outstanding.

     “Swing Line Lender” means KeyBank, as holder of the Swing Line Commitment.

     “Swing Line Note” means the Swing Line Note, in the form of the attached Exhibit B , executed and delivered pursuant to Section 2.8(b) hereof.

     “Swing Loan” means a loan that shall be denominated in Dollars granted to Core Molding by the Swing Line Lender under the Swing Line Commitment, in accordance with Section 2.2(c) hereof.

     “Swing Loan Maturity Date” means the last day of the Commitment Period applicable to the Revolving Credit Commitment.

     “Taxes” means any and all present or future taxes of any kind, including but not limited to, levies, imposts, duties, surtaxes, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with any interest, penalties, fines, additions to taxes or similar liabilities with respect thereto) other than Excluded Taxes.

     “Term Loan” means the Loan granted to Core Molding by the Lenders in accordance with Section 2.3 hereof.

     “Term Loan Commitment” means the obligation hereunder of the Lenders to make the Term Loan in the original principal amount of Two Million Six Hundred Seventy-Eight Thousand Five Hundred Sixty-Three Dollars ($2,678,563).

     “Term Note” means a Term Note, in the form of the attached Exhibit C executed and delivered pursuant to Section 2.8(c) hereof.

     “Total Commitment Amount” means the principal amount of Thirty-Four Million Eleven Thousand Fifty-Six and 15/100 Dollars ($34,011,056.15), or such lesser amount as shall be determined pursuant to Section 2.12(e) hereof.

     “U.C.C.” means the Uniform Commercial Code, as in effect from time to time in the State of Ohio.

     “U.C.C. Financing Statement” means a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time, in the relevant state or states.

     “Unavoidable Delay” means any delay in the construction of the Mexican Project, caused by natural disaster, fire, earthquake, floods, explosion, extraordinary adverse weather conditions, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, strikes or lockouts for which Borrowers have notified Agent and the Lenders in writing.

     “Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests

of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

     “Waterfall” means that term as described in Section 8.8(b)(ii) hereof.

     “Welfare Plan” means an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

     Section 1.2. Accounting Terms . Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP.

     Section 1.3. Terms Generally . The foregoing definitions shall be applicable to the singular and plural forms of the foregoing defined terms.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

     Section 2.1. Amount and Nature of Credit .

     (a) Subject to the terms and conditions of this Agreement, the Lenders, during the applicable Commitment Periods and to the extent hereinafter provided, shall make Loans to Borrowers, participate in Swing Loans made by the Swing Line Lender to Core Molding and issue or participate in Letters of Credit and the IDRB Letter of Credit at the request of Administrative Borrower, in such aggregate amount as Borrowers shall request pursuant to the Commitment; provided that in no event shall the aggregate principal amount of all Loans, Letters of Credit and the IDRB Letter of Credit outstanding under this Agreement be in excess of the Total Commitment Amount.

     (b) Each Lender, for itself and not one for any other, agrees to make Loans, participate in Swing Loans, and issue or participate in Letters of Credit and the IDRB Letter of Credit, during the applicable Commitment Periods, on such basis that, immediately after the completion of any borrowing by Borrowers or the issuance of a Letter of Credit or the IDRB Letter of Credit:

     (i) the aggregate outstanding principal amount of Loans made by such Lender (other than Swing Loans made by the Swing Line Lender), when combined with such Lender’s pro rata share, if any, of the Letter of Credit Exposure and the Swing Line Exposure, shall not be in excess of the Maximum Amount for such Lender; and

     (ii) the aggregate outstanding principal amount of Loans (other than Swing Loans) made by such Lender shall represent that percentage of the aggregate principal amount then outstanding on all Loans (other than Swing Loans) that shall be such Lender’s Commitment Percentage.

Each borrowing (other than Swing Loans which shall be risk participated on a pro rata basis) from the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders.

     (c) The Loans may be made as Revolving Loans as described in Section 2.2(a) hereof, as the Term Loan as described in Section 2.3 hereof, as Capex Draw Loans as described in Section 2.4(a) hereof, as the Capex Term Loan as described in Section 2.4(b) hereof, as the Mexican Loan as described in Section 2.5 hereof, and as Swing Loans as described in Section 2.2(c) hereof, and Letters of Credit may be issued in accordance with Section 2.2(b) hereof and the IDRB Letter of Credit has been issued in accordance with Section 2.6 hereof.

     Section 2.2. Revolving Credit .

     (a)  Revolving Loans . Subject to the terms and conditions of this Agreement, during the Commitment Period applicable to the Revolving Credit Commitment, the Lenders shall make a Revolving Loan or Revolving Loans to Core Molding in such amount or amounts as Administrative Borrower, through an Authorized Officer, may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Maximum Revolving Amount, when such Revolving Loans are combined with the Letter of Credit Exposure and the Swing Line Exposure. Core Molding shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period applicable to the Revolving Credit Commitment, by means of any combination of Base Rate Loans or Daily LIBOR Loans. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.2(a) to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Commitment Period applicable to the Revolving Credit Commitment.

     (b)  Letters of Credit .

     (i) Generally . Subject to the terms and conditions of this Agreement, during the Commitment Period applicable to the Revolving Credit Commitment, the Fronting Lender shall, in its own name, on behalf of the Lenders, issue such Letters of Credit for the account of Core Molding or a Domestic Guarantor of Payment, as Administrative Borrower may from time to time request. Administrative Borrower shall not request any Letter of Credit (and the Fronting Lender shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (A) the Letter of Credit Exposure would exceed the Letter of Credit Commitment, or (B) the Revolving Credit Exposure would exceed the Maximum Revolving Amount. The issuance of each Letter of Credit shall confer upon each Lender the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Lender’s Commitment Percentage.

     (ii) Request for Letter of Credit . Each request for a Letter of Credit shall be delivered to Agent (and to the Fronting Lender, if the Fronting Lender is a Lender other than Agent) by an Authorized Officer not later than 11:00 A.M. (U.S. Eastern time) three Business Days prior to the date of the proposed issuance of the Letter of Credit. Each

such request shall be in a form acceptable to Agent (and the Fronting Lender, if the Fronting Lender is a Lender other than Agent) and shall specify the face amount thereof, whether such Letter of Credit is a commercial documentary or a standby Letter of Credit, the account party, the beneficiary, the requested date of issuance, amendment, renewal or extension, the expiry date thereof, and the nature of the transaction or obligation to be supported thereby. Concurrently with each such request, Administrative Borrower, and any Domestic Guarantor of Payment for whose account the Letter of Credit is to be issued, shall execute and deliver to the Fronting Lender an appropriate application and agreement, being in the standard form of the Fronting Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give the Fronting Lender and each Lender notice of each such request for a Letter of Credit.

     (iii) Commercial Documentary Letters of Credit . With respect to each Letter of Credit that shall be a commercial documentary letter of credit and the drafts thereunder, whether issued for the account of Core Molding or any Domestic Guarantor of Payment, Core Molding agrees to pay to Agent issuance, amendment, renewal, negotiation, draw, acceptance, telex, courier, postage and any other fees as are generally charged by Agent from time to time.

     (iv) Standby Letters of Credit . With respect to each Letter of Credit that shall be a standby letter of credit and the drafts thereunder, if any, whether issued for the account of Core Molding or any Domestic Guarantor of Payment, Core Molding agrees to pay to Agent issuance, amendment, renewal, negotiation, draw, acceptance, telex, courier, postage and any other fees as are generally charged by Agent from time to time.

     (v) Refunding of Letters of Credit with Revolving Loans . Whenever a Letter of Credit shall be drawn, Core Molding shall immediately reimburse the Fronting Lender for the amount drawn. In the event that the amount drawn shall not have been reimbursed by Borrowers on the date of the drawing of such Letter of Credit, at the sole option of Agent (and the Fronting Lender, if the Fronting Lender is a Lender other than Agent), Core Molding shall be deemed to have requested a Revolving Loan, subject to the provisions of Sections 2.2(a) and 2.9 hereof (other than the requirement set forth in Section 2.9(d) hereof), in the amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving Credit Note, by the records of Agent and such Lender). Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.2(a) hereof when required by this Section 2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the Fronting Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Core Molding irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this

Section 2.2(b)(v) to reimburse, in full (other than the Fronting Lender’s pro rata share of such borrowing), the Fronting Lender for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to Core Molding hereunder. Each Lender is hereby authorized to record on its records relating to its Revolving Credit Note (or, if such Lender has not requested a Revolving Credit Note, its records relating to Revolving Loans) such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

     (vi) Participation in Letters of Credit . If, for any reason, Agent (and the Fronting Lender if the Fronting Lender is a Lender other than Agent) shall be unable to or, in the opinion of Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan pursuant to the preceding subsection, Agent (and the Fronting Lender if the Fronting Lender is a Lender other than Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by Core Molding pursuant to this subsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this subsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

     (vii) Existing Letters of Credit . Schedule 2.2 hereto contains a description of all letters of credit outstanding on, and to continue in effect after, the Closing Date. Each such letter of credit issued by a bank that is or becomes a Lender under this Agreement on the Closing Date (each, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of Section 2.2(b)(v) hereof, on the Closing Date. Core Molding, Agent and the Lenders hereby agree that, from and after such date, the terms of this Agreement shall apply to the Existing Letters

of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof.

     (c)  Swing Loans .

     (i) Generally . Subject to the terms and conditions of this Agreement, during the Commitment Period applicable to the Revolving Credit Commitment, the Swing Line Lender shall make a Swing Loan or Swing Loans to Core Molding in such amount or amounts as Administrative Borrower, through an Authorized Officer, may from time to time request; provided that Administrative Borrower shall not request any Swing Loan if, after giving effect thereto, (A) the Revolving Credit Exposure would exceed the Revolving Credit Commitment, or (B) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date. Each Swing Loan shall be made in Dollars.

     (ii) Refunding of Swing Loans . If the Swing Line Lender so elects, by giving notice to Administrative Borrower and the Lenders, Core Molding agrees that the Swing Line Lender shall have the right, in its sole discretion, to require that any Swing Loan be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless otherwise requested by and available to Core Molding hereunder. Upon receipt of such notice by Core Molding and the Lenders, Core Molding shall be deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Sections 2.2(a) and 2.9 hereof (other than the requirement set forth in Section 2.9(d) hereof). Such Revolving Loan shall be evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving Credit Note, by the records of Agent and such Lender). Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that such Lender’s obligation to make a Revolving Loan pursuant to Section 2.2(a) hereof when required by this Section 2.2(c)(ii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the Swing Line Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Core Molding irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this Section 2.2(c)(ii) to repay in full such Swing Loan. Each Lender is hereby authorized to record on its records relating to its Revolving Credit Note (or, if such Lender has not requested a Revolving Credit Note, its records relating to Revolving Loans) such Lender’s pro rata share of the amounts paid to refund such Swing Loan.

     (iii) Participation in Swing Loans . If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.2(c)(ii), then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Lender purchase a participation in such Swing Loan, and Agent shall

promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Swing Line Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Swing Line Lender, an undivided participation interest in such Swing Loan in an amount equal to such Lender’s Commitment Percentage of the principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the benefit of the Swing Line Lender, such Lender’s ratable share of such Swing Loan (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.2(c)(iii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(c)(iii) by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 hereof with respect to Revolving Loans to be made by such Lender.

     Section 2.3. Term Loan . Subject to the terms and conditions of this Agreement, the Lenders shall make the Term Loan to Core Molding on the Closing Date, in the amount of the Term Loan Commitment. The Term Loan shall be payable in twenty-four (24) consecutive monthly installments of One Hundred Seven Thousand One Hundred Forty-Three Dollars ($107,143) each, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter, with the balance thereof payable in full on January 1, 2011. Administrative Borrower shall notify Agent, in accordance with the notice provisions of Section 2.9 hereof, whether the Term Loan will be a Base Rate Loan or one or more Eurodollar Loans. The Term Loan may be a mixture of a Base Rate Loan and Eurodollar Loans.

     Section 2.4. Capex Commitment .

     (a)  Capex Draw Loans . Subject to the terms and conditions of this Agreement, during the Commitment Period applicable to the Capex Draw Commitment, the Lenders shall make a Capex Draw Loan or Capex Draw Loans to Core Molding in such amount or amounts as Administrative Borrower, through an Authorized Officer, may from time to time request, but in the aggregate principal amount not exceeding at any time the Capex Draw Commitment. Core Molding shall have the option, subject to the terms and conditions set forth herein, to borrow Capex Draw Loans, maturing on the last day of the Commitment Period applicable to the Capex Draw Commitment, by means of any combination of Base Rate Loans or Eurodollar Loans. Once Capex Draw Loans are made, such Capex Draw Loans may not be repaid and re-borrowed.

     (b)  Capex Term Loan . On the Capex Conversion Date, all Capex Draw Loans outstanding on such date shall be refinanced by the Lenders with the Capex Term Loan. On the Capex Conversion Date, the Capex Draw Commitment shall be automatically terminated, and, on and after the Capex Conversion Date, Capex Draw Loans shall no longer be available. The

Capex Term Loan shall be payable in eighty-three (83) consecutive monthly installments in an amount equal to the Capex Term Loan Payment Amount, commencing on the Capex Term Loan First Payment Date and continuing on each Regularly Scheduled Payment Date thereafter, with the balance thereof payable in full on the date that is eighty-four (84) months after the Capex Term Loan First Payment Date. The Capex Term Loan may be a mixture of a Base Rate Loan and Eurodollar Loans.

     Section 2.5. Mexican Loan Commitment .

     (a)  Mexican Loan . Subject to the terms and conditions of this Agreement, during the Mexican Loan Commitment Period, KeyBank shall make the Mexican Loan to Core Mexico through multiple Mexican Draw Disbursements to Core Mexico. Administrative Borrower, through an Authorized Officer, shall request the disbursements in accordance with Section 2.9(b) hereof, up to the amount of the Mexican Loan Commitment. The Mexican Loan shall be payable in yearly installments commencing January 31, 2010 and continuing on January 31 of each calendar year thereafter in the following amounts, with the remaining principal balance to be paid in full on January 31, 2014:

The Mexican Loan shall be a Daily LIBOR Loan (or, if required pursuant to Article III hereof, a Base Rate Loan).

     (b)  Funded Participation in Mexican Loan . Each Lender shall participate in the Mexican Loan to the extent of its Commitment Percentage. Each Lender shall fund its participation on the date of each Mexican Draw Disbursement.

     Section 2.6. IDRB Letter of Credit .

     (a)  Generally . Prior to the Closing Date, KeyBank issued the IDRB Letter of Credit for the account of Core Molding. Subject to the terms and conditions of this Agreement, the IDRB Letter of Credit is part of the Commitment; in the amount of the IDRB Letter of Credit Commitment, and the Fronting Lender shall have the obligations of KeyBank under the IDRB Letter of Credit. The inclusion of the IDRB Letter of Credit in this Agreement shall cause the IDRB Letter of Credit to be risk participated by the Lenders and shall confer upon each Lender

the benefits and liabilities of a participation consisting of an undivided pro rata interest in the IDRB Letter of Credit to the extent of such Lender’s Commitment Percentage.

     (b)  Funding of IDRB Letter of Credit by the Lenders . Agent shall have the right to request that each Lender fund the participation in the amount due with respect to the IDRB Letter of Credit, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided participation interest in the amount due with respect to the IDRB Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to the IDRB Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the Fronting Lender, such Lender’s ratable share of the amount due with respect to the IDRB Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under the IDRB Letter of Credit that is drawn but not reimbursed by Core Molding pursuant to this subsection (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this subsection (b) by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the IDRB Letter of Credit.

     (c)  IDRB Letter of Credit Fees . With respect to the IDRB Letter of Credit, Core Molding agrees to:

     (i) pay to Agent, for the pro rata benefit of the Lenders, a non-refundable letter of credit fee from the Closing Date through the last day of the Commitment Period applicable to the IDRB Letter of Credit, which shall be paid monthly in arrears, on each Regularly Scheduled Payment Date, at a rate per annum equal to (A) seventy-five (75.00) basis points, multiplied by (B) the IDRB Letter of Credit Commitment, as such amount is reduced on a quarterly basis in accordance with the terms of the IDRB Documents;

     (ii) pay to Agent, for the benefit of certain Lenders, as determined by Agent (including pursuant to any Assignment Agreement executed by and between KeyBank and such Lender), an additional non-refundable letter of credit fee from the Closing Date through the last day of the Commitment Period applicable to the IDRB Letter of Credit, which additional fee shall be paid monthly in arrears, on each Regularly Scheduled Payment Date, at a rate per annum equal to (A) fifty (50.00) basis points, multiplied by (B) twenty-nine and forty one-hundredths percent (29.40%), multiplied by (C) the IDRB Letter of Credit Commitment, as such amount is reduced on a quarterly basis in accordance with the terms of the IDRB Documents; and

     (iii) pay to Agent, for the benefit of the Fronting Lender, such other issuance, amendment, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are customarily charged by Lender in respect of the issuance and administration of similar letters of credit under its fee schedule as in effect from time to time, as they may be set forth in the Reimbursement Agreement.

     (d)  Reimbursement of IDRB Letter of Credit . Whenever the IDRB Letter of Credit shall be drawn, the amount drawn shall be reimbursed by Core Molding in accordance with the terms of the Reimbursement Agreement.

     Section 2.7. Interest .

     (a)  Revolving Loans .

     (i) Base Rate Loan . Core Molding shall pay interest on the unpaid principal amount of a Revolving Loan that is a Base Rate Loan outstanding from time to time, from the date thereof until paid at the Derived Base Rate from time to time in effect. Interest on such Base Rate Loan shall be payable, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

     (ii) Daily LIBOR Loans . Core Molding shall pay interest on the unpaid principal amount of each Revolving Loan that is a Daily LIBOR Loan outstanding from time to time, from the date thereof until paid, at the Derived Daily LIBOR Rate from time to time in effect. Interest on such Daily LIBOR Loan shall be payable, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

     (b)  Swing Loans . Core Molding shall pay interest to Agent, for the sole benefit of the Swing Line Lender (and any Lender that shall have purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time, from the date thereof until paid, at the Derived Swing Loan Rate from time to time in effect. Interest on Swing Loans shall be payable on each Regularly Scheduled Payment Date. Each Swing Loan shall bear interest for a minimum of one day.

     (c)  Term Loan .

     (i) Base Rate Loan . With respect to any portion of the Term Loan that is a Base Rate Loan, Core Molding shall pay interest on the unpaid principal amount thereof outstanding from time to time from the date thereof until paid, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof, at the Derived Base Rate from time to time in effect.

     (ii) Eurodollar Loans . With respect to any portion of the Term Loan that is a Eurodollar Loan, Core Molding shall pay interest on the unpaid principal amount of such Eurodollar Loan outstanding from time to time, fixed in advance on the first day of the

Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at a rate per annum equal to two hundred (200.00) basis points in excess of the Eurodollar Rate). Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period. Notwithstanding anything in this Agreement to the contrary, all Eurodollar Loans that are a portion of the Term Loan shall have an Interest Period of one month.

     (d)  Capex Draw Loans .

     (i) Base Rate Loan . Core Molding shall pay interest on the unpaid principal amount of a Capex Draw Loan that is a Base Rate Loan outstanding from time to time, from the date thereof until paid at the Derived Base Rate from time to time in effect. Interest on such Base Rate Loan shall be payable, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

     (ii) Eurodollar Loans . Core Molding shall pay interest on the unpaid principal amount of each Capex Draw Loan that is a Eurodollar Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin for Eurodollar Loans), at the Derived Eurodollar Rate. Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period.

     (e)  Capex Term Loan .

     (i) Base Rate Loan . With respect to any portion of the Capex Term Loan that is a Base Rate Loan, Core Molding shall pay interest on the unpaid principal amount thereof outstanding from time to time, from the date thereof until paid, commencing on the first Regularly Scheduled Payment Date following the Capex Conversion Date, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof, at the Derived Base Rate from time to time in effect.

     (ii) Eurodollar Loans . With respect to any portion of the Capex Term Loan that is a Eurodollar Loan, Core Molding shall pay interest on the unpaid principal amount of such Eurodollar Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin for Eurodollar Loans), at the Derived Eurodollar Rate. Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period.

     (f)  Mexican Loan . Core Mexico shall pay interest on the unpaid principal amount of the Mexican Loan outstanding from time to time, from the date thereof until paid, at the Derived Daily LIBOR Rate from time to time in effect. Interest on the Mexican Loan shall be payable, commencing January 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof; provided that the Mexican Loan shall bear interest at the Derived Base Rate if required by Article III hereof.

     (g)  Additional Interest .

     (i) Core Molding hereby agrees to pay to Agent, for the benefit of the Lenders as set forth below, additional interest of fifty (50.00) basis points, to be added to the applicable interest rate payable to such Lenders by Core Molding under subsections (a), (c), (d) and (e) above, on twenty-nine and forty one-hundredths percent (29.40%) of each of the facilities referenced in the foregoing subsections. Such additional interest shall be payable to Agent, for the benefit of KeyBank and each other Lender that shall be entitled thereto, as determined by Agent (including pursuant to any Assignment Agreement executed by and between KeyBank and such Lender).

     (ii) Core Mexico hereby agrees to pay to KeyBank additional interest of fifty (50.00) basis points, to be added to the applicable interest rate payable by Core Mexico under subsection (f) above, on twenty-nine and forty one-hundredths percent (29.40%) of the Mexican Loan. Such additional interest shall be payable to KeyBank, for the benefit of KeyBank and each other Lender that shall be entitled thereto, as determined by KeyBank (including pursuant to any Assignment Agreement executed by and between KeyBank and such Lender).

     (h)  Default Rate . Anything herein to the contrary notwithstanding, if an Event of Default shall occur, upon the election of the Required Lenders (i) the principal of each Loan and the unpaid interest thereon shall bear interest, until paid, at the Default Rate, (ii) the fee for the aggregate undrawn amount of all issued and outstanding Letters of Credit shall be increased by three percent (3%) in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount not paid when due from Borrowers hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that during an Event of Default under Section 7.1 (except as to the Mexican Note), 7.13(a) or 7.14 hereof, the applicable Default Rate shall apply without any election or action on the part of Agent or any Lender.

     (i)  Limitation on Interest .

     (i) Generally . In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded the applicable Borrower. In determining whether the interest contracted for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (A) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (B) exclude voluntary prepayments and the effects thereof, and (C) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

     (ii) Foreign Jurisdiction Interest . If any provision of this Agreement or any other Loan Document would obligate Core Mexico to make any payment of interest or other amount payable to (including for the account of) any Lender in an amount, or calculated at a rate, that would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A) first, by reducing the amount or rate of interest required to be paid to such Lender under this Article II; and (B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender that would constitute interest for purposes of the applicable statute. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum amount permitted by such statute, then the Lender shall pay an amount equal to such excess to Core Mexico. Any amount or rate of interest referred to in this Article II with respect to the foreign extensions of credit shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that such extensions of credit remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the Commitment Period and, in the event of a dispute, a certificate of an actuary appointed by Agent shall be conclusive for the purposes of such determination.

     Section 2.8. Evidence of Indebtedness .

     (a)  Revolving Loans . Upon the request of a Lender, to evidence the obligation of Core Molding to repay the Revolving Loans made by such Lender and to pay interest thereon, Core Molding shall execute a Revolving Credit Note, payable to the order of such Lender in the principal amount equal to its Commitment Percentage of the Revolving Credit Commitment, or, if less, the aggregate unpaid principal amount of Revolving Loans made by such Lender; provided that the failure of a Lender to request a Revolving Credit Note shall in no way detract from Core Molding’s obligations to such Lender hereunder.

     (b)  Swing Loans . Upon the request of the Swing Line Lender, to evidence the obligation of Core Molding to repay the Swing Loans and to pay interest thereon, Core Molding shall execute a Swing Line Note, payable to the order of the Swing Line Lender in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made by the Swing Line Lender; provided that the failure of the Swing Line Lender to request a Swing Line Note shall in no way detract from Core Molding’s obligations to the Swing Line Lender hereunder.

     (c)  Term Loan . Upon the request of a Lender, to evidence the obligation of Borrower to repay the portion of the Term Loan made by such Lender and to pay interest thereon, Borrower shall execute a Term Note, payable to the order of such Lender in the principal amount equal to its Commitment Percentage of its Term Loan Commitment; provided that the failure of

a Lender to request a Term Note shall in no way detract from Borrower’s obligations to such Lender hereunder.

     (d)  Capex Loans . Upon the request of a Lender, to evidence the obligation of Core Molding to repay the Capex Loans made by such Lender and to pay interest thereon, Core Molding shall execute a Capex Note, payable to the order of such Lender in the principal amount of its Commitment Percentage of the Capex Commitment; provided that the failure of a Lender to request a Capex Note shall in no way detract from Core Molding’s obligations to such Lender hereunder.

     (e)  Mexican Loan . The obligation of Core Mexico to repay the Mexican Loan and to pay interest thereon shall be evidenced by the Mexican Note. The Mexican Note shall be payable to the order of KeyBank, and each Lender shall have an undivided funded risk participation in the Mexican Note. The Mexican Note shall be in the amount of the Mexican Loan Commitment.

     Section 2.9. Notice of Credit Event; Funding of Loans .

     (a)  Notice of Credit Event .

     (i) Generally . Administrative Borrower, through an Authorized Officer, shall provide to Agent a Notice of Loan prior to (A) 11:00 A.M. (U.S. Eastern time) on the proposed date of borrowing of, or conversion of a Loan to, a Base Rate Loan, (B) 11:00 A.M. (U.S. Eastern time) on the proposed date of borrowing of, or conversion of a Loan to, a Daily LIBOR Loan, (C) 11:00 A.M. (U.S. Eastern time) three Business Days prior to the proposed date of borrowing of, continuation of, or conversion of a Loan to, a Eurodollar Loan, and (D) 2:00 P.M. (U.S. Eastern time) on the proposed date of borrowing of a Swing Loan, or such other time to which the Swing Line Lender may agree. Borrowers shall comply with the notice provisions set forth in Section 2.2(b) hereof with respect to Letters of Credit.

     (ii) Capex Loans and Mexican Draw Disbursements . In addition to the requirements set forth in subpart (i) above, with respect to the borrowing of a Capex Loan or the disbursement of a Mexican Draw Disbursement, (A) the appropriate Borrower, through an Authorized Officer of such Borrower, shall provide to Agent a Mexican Project Draw Request, to be in form and substance satisfactory to Agent, prior to 2:00 P.M. (U.S. Eastern time) ten days prior to the proposed date of borrowing (or, with respect to the borrowing of a Capex Loan on the Closing Date, on the date of the proposed borrowing), and (B) Borrowers shall comply with the provisions of Article XII hereof.

     (b)  Funding of Loans . Agent shall notify each Lender of the date, amount and Interest Period (if applicable) promptly upon the receipt of a Notice of Loan or a Mexican Project Draw Request, and, in any event, by 2:00 P.M. (U.S. Eastern time) on the date such Notice of Loan is received. On the date that the Credit Event set forth in such Notice of Loan is to occur (or, with respect to a Mexican Project Draw Request, the date that all requirements for

such Loan have been satisfied), each such Lender shall provide to Agent, not later than 3:00 P.M. (U.S. Eastern time), the amount in Dollars, in federal or other immediately available funds, required of it. If Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such Lender, Agent shall have the right, upon prior notice to Administrative Borrower, to debit any account of Core Molding or otherwise receive such amount from the appropriate Borrower, promptly after demand, in the event that such Lender shall fail to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Lender at the Federal Funds Effective Rate in the event that such Lender shall fail to provide its portion of the Loan on the date requested and Agent shall elect to provide such funds.

     (c)  Conversion and Continuation of Loans .

     (i) At the request of Administrative Borrower to Agent, subject to Section 2.7 hereof and the notice and other provisions of this Section 2.9, the Lenders shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date applicable thereto.

     (ii) At the request of Administrative Borrower to Agent, subject to the notice and other provisions of this Section 2.9, the appropriate Lenders shall continue one or more Eurodollar Loans as of the end of the applicable Interest Period as a new Eurodollar Loan with a new Interest Period.

     (d)  Minimum Amount for Loans . Each request for:

     (i) a Base Rate Loan (other than a Capex Draw Loan or a Mexican Draw Disbursement that is a Base Rate Loan) shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000);

     (ii) a Daily LIBOR Loan (other than a Mexican Draw Disbursement that is Daily LIBOR Loan) shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000);

     (iii) a Eurodollar Loan (other than a Capex Draw Loan that is a Eurodollar Loan) shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Hundred Thousand Dollars ($100,000); and

     (iv) a Swing Loan may be in any amount as may be agreed to by the Swing Line Lender.

     (e)  Interest Periods . Borrowers shall not request that Eurodollar Loans be outstanding for more than four different Interest Periods at the same time.

     Section 2.10. Payment on Loans and Other Obligations .

     (a)  Payments Generally . Each payment made hereunder by a Credit Party shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

     (b)  Payments from Borrowers . All payments (including prepayments) to Agent of the principal of or interest on each Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by Borrowers under this Agreement, shall be made in Dollars. All payments described in this subsection (b) shall be remitted to Agent, at the address of Agent for notices referred to in Section 11.4 hereof (or at such other office or account as designated in writing by Agent to Administrative Borrower) for the account of the Lenders (or the Fronting Lender or the Swing Line Lender, as appropriate) not later than 11:00 A.M. (U.S. Eastern time) on the due date thereof in immediately available funds. Any such payments received by Agent after 11:00 A.M. (U.S. Eastern time) shall be deemed to have been made and received on the next Business Day.

     (c)  Payments to Lenders . Upon Agent’s receipt of payments hereunder, Agent shall immediately distribute to each Lender (except with respect to Swing Loans, which shall be paid to the Swing Line Lender and any Lender that has funded a participation in such Swing Loan, or, with respect to Letters of Credit or the IDRB Letter of Credit, certain of which payments shall be paid to the Fronting Lender) their respective ratable shares, if any, of the amount of principal, interest, and commitment and other fees received by Agent for the account of such Lender. Payments received by Agent shall be delivered to the Lenders in immediately available funds. Each Lender shall record any principal, interest or other payment, the principal amounts of Base Rate Loans, Daily LIBOR Loans, Eurodollar Loans and Swing Loans, Letters of Credit and the IDRB Letter of Credit, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Lender, by such method as such Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of Borrowers under this Agreement or any Note. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to the Loans, the Letters of Credit and the IDRB Letter of Credit set forth on the records of Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each Lender.

     (d)  Timing of Payments . Whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Loan; provided that, with respect to a Eurodollar Loan, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

     Section 2.11. Prepayment .

     (a)  Right to Prepay .

     (i) Borrowers shall have the right at any time or from time to time to prepay, on a pro rata basis for all of the Lenders (except with respect to Swing Loans, which shall be paid to the Swing Line Lender and any Lender that has funded a participation in such Swing Loan), all or any part of the principal amount of the Loans, as designated by the appropriate Borrower. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Prepayments of Base Rate Loans and Daily LIBOR Loans shall be without any premium or penalty. Each prepayment of the Term Loan, the Capex Term Loan or the Mexican Loan shall be applied to the principal installments thereof in the inverse order of their respective maturities.

     (ii) Core Molding shall have the right, at any time or from time to time, to prepay, for the benefit of the Swing Line Lender (and any Lender that has funded a participation in such Swing Loan), all or any part of the principal amount of the Swing Loans then outstanding, as designated by Administrative Borrower, plus interest accrued on the amount so prepaid to the date of such prepayment.

     (b)  Notice of Prepayment . Administrative Borrower shall give Agent irrevocable written notice of prepayment of a Base Rate Loan or a Daily LIBOR Loan or Swing Loan by no later than 11:00 A.M. (U.S. Eastern time) on the Business Day on which such prepayment is to be made and written notice of the prepayment of any Eurodollar Loan not later than 1:00 P.M. (U.S. Eastern time) three Business Days before the Business Day on which such prepayment is to be made. Swing Loans may be prepaid without advance notice if prepaid through a “sweep” cash management arrangement with Agent.

     (c)  Minimum Amount . Each prepayment of a Eurodollar Loan shall be in the principal amount of not less than One Million Dollars ($1,000,000), or, if less, the principal amount of such Eurodollar Loan, or, with respect to a Swing Loan, the principal amount of such Swing Loan, except in the case of a mandatory payment pursuant to Section 2.14 hereof or Article III hereof.

     Section 2.12. Commitment and Other Fees; Reduction of Revolving Credit Commitment .

     (a)  Commitment Fee . Core Molding shall pay to Agent, for the ratable account of the Lenders, as a consideration for the Revolving Credit Commitment, a commitment fee from the Closing Date to and including the last day of the Commitment Period applicable to the Revolving Credit Commitment, payable quarterly, at a rate per annum equal to (i) the Applicable Commitment Fee Rate in effect on the payment date, multiplied by (ii) (A) the average daily Maximum Revolving Amount in effect during such quarter, minus (B) the average daily Revolving Credit Exposure (exclusive of the Swing Line Exposure) during such quarter. The commitment fee shall be payable in arrears, on January 1, 2009 and continuing on the first day of each April, July, October and January thereafter, and on the last day of the Commitment Period applicable to the Revolving Credit Commitment.

     (b)  Agent Fee . Core Molding shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

     (c)  Collateral Audit and Appraisal Fees . Core Molding shall reimburse Agent, for its sole benefit, for all out-of-pocket expenses relating to (i) collateral field audits, (ii) fixed asset appraisals, and (iii) any other collateral assessment expenses, that may be conducted by or on behalf of Agent. Core Molding shall promptly reimburse Agent for all reasonable and documented costs and expenses incurred in connection with (A) collateral field audits (which, other than during the continuance of an Event of Default, shall be conducted no more frequently than four times per year), (B) inventory appraisals (which, other than during the continuance of an Event of Default, shall be conducted no more frequently than two times per year), and (C) any other collateral assessment that may be conducted from time to time by or on behalf of Agent, the scope and frequency of which shall be in Agent’s sole discretion.

     (d)  Authorization to Debit Account . Core Molding hereby agrees that Agent has the right to debit from any deposit account of Core Molding, amounts owing to Agent by any Borrower under this Agreement and the Loan Documents for payment of fees and expenses incurred in connection therewith.

     (e)  Optional Reduction of Revolving Credit Commitment . Core Molding may at any time and from time to time permanently reduce in whole or ratably in part the Maximum Revolving Amount to an amount not less than the then existing Revolving Credit Exposure, by giving Agent not fewer than five Business Days’ (or thirty (30) days if the Commitment is to be reduced or terminated in its entirety) written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than One Million Dollars ($1,000,000), increased in increments of Five Hundred Thousand Dollars ($500,000) Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share thereof. After each such partial reduction, the commitment fees payable hereunder shall be calculated upon the Maximum Revolving Amount as so reduced. If Borrowers reduce in whole the Revolving Credit Commitment, on the effective date of such reduction (the appropriate Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest (if any) and commitment and other fees accrued and unpaid with respect thereto, and provided that no Letter of Credit Exposure or Swing Line Exposure shall exist), all of the Revolving Credit Notes shall be delivered to Agent marked “Canceled” and Agent shall redeliver such Revolving Credit Notes to Administrative Borrower. Each reduction in the Maximum Revolving Amount shall result in an equal reduction in the Total Commitment Amount. Any partial reduction in the Maximum Revolving Amount shall be effective during the remainder of the Commitment Period.

     Section 2.13. Computation of Interest and Fees . Interest on Loans, Letter of Credit fees, Related Expenses, and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed.

     Section 2.14. Mandatory Payments .

     (a)  Revolving Credit Exposure . If, at any time, the Revolving Credit Exposure shall exceed the Revolving Credit Commitment, Core Molding shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Revolving Loans sufficient to bring the Revolving Credit Exposure within the Revolving Credit Commitment.

     (b)  Swing Line Exposure . If, at any time, the Swing Line Exposure shall exceed the Swing Line Commitment, Core Molding shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Swing Loans sufficient to bring the Swing Line Exposure within the Swing Line Commitment.

     (c)  Capex Draw Exposure . If, at any time, the Capex Draw Exposure shall exceed the Capex Draw Commitment, Core Molding shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Capex Draw Loans sufficient to bring the Capex Draw Exposure within the Capex Draw Commitment.

     (d)  Mexican Draw Exposure . If, at any time, the Mexican Draw Exposure shall exceed the Mexican Loan Commitment, Core Mexico shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Mexican Draw Disbursements sufficient to bring the Mexican Draw Exposure within the Mexican Loan Commitment.

     (e)  Mandatory Prepayments . Borrowers shall make Mandatory Prepayments (each a “Mandatory Prepayment”) in accordance with the following provisions:

     (i) Additional Indebtedness . If, at any time, any of the Companies shall incur Consolidated Funded Indebtedness for borrowed money (including Capitalized Lease Obligations and letters of credit) other than Indebtedness permitted pursuant to Section 5.8(a) through (g) hereof (which other Indebtedness shall not be incurred without the prior written consent of Agent and the Required Lenders), Core Molding (if such Company is Core Molding or a Domestic Subsidiary) or Core Mexico (if such Company is a Foreign Subsidiary) shall make a Mandatory Prepayment, on the date that such Consolidated Funded Indebtedness is incurred, in an amount equal to one hundred percent (100%) of the net cash proceeds of such Consolidated Funded Indebtedness.

     (ii) Sale of Assets . Upon the sale or other disposition of any assets by a Company (permitted pursuant to Section 5.12 hereof) to any Person other than in the ordinary course of business, and to the extent the proceeds of such sale or other disposition are in excess of One Hundred Thousand Dollars ($100,000) during any fiscal year of Core Molding and are not to be reinvested in fixed assets or other similar assets within one hundred eighty (180) days of such sale or other disposition, Core Molding or a Domestic Subsidiary, or Core Mexico (if such Company is a Foreign Subsidiary) shall make a Mandatory Prepayment, on the date of such sale or other disposition, in an amount equal to one hundred percent (100%) of the proceeds of such disposition net of amounts required to pay taxes and reasonable costs applicable to the disposition.

     (iii) Additional Equity . Within thirty (30) days after any equity offering (other than the offering or exercise of stock options or other equity awards pursuant to management incentive plans) by Core Molding (which shall be only with the prior written consent of Agent and the Required Lenders), Core Molding shall make a Mandatory Prepayment in an amount equal to seventy-five percent (75%) of the net cash proceeds of such equity offering.

     (iv) Material Recovery Event . Within ten days after the occurrence of a Material Recovery Event, Administrative Borrower shall furnish to Agent written notice thereof. Within sixty (60) days after such Material Recovery Event, Administrative Borrower shall notify Agent of Administrative Borrower’s determination as to whether or not to replace, rebuild or restore the affected property (a “Material Recovery Determination Notice”). If Administrative Borrower decides not to replace, rebuild or restore such property or if Administrative Borrower has not delivered the Material Recovery Determination Notice within sixty (60) days after such Material Recovery Event, then the proceeds of insurance paid in connection with such Material Recovery Event shall be paid as a Mandatory Prepayment. If Administrative Borrower decides to replace, rebuild or restore such property, then any such replacement, rebuilding or restoration must be (A) commenced within six months of the date of the Material Recovery Event, and (B) substantially completed within twelve (12) months of such commencement date, with such net proceeds and other funds available to the appropriate Companies. Any amounts of such insurance proceeds not applied to the costs of replacement or restoration shall be applied as a Mandatory Prepayment.

     (f)  Application of Mandatory Prepayments . Each Mandatory Prepayment required to be made pursuant to Section 2.14(e) hereof shall be applied as follows:

     (i) if such Mandatory Prepayment is payable by Core Molding, (A) first, to the Term Loan (to the payments of principal in the inverse order of maturities), with such payment first to be applied to the outstanding Base Rate Loans and then to the outstanding Eurodollar Loans, (B) second, as applicable, to the Capex Draw Loans and the Capex Term Loan (to the payments of principal in the inverse order of maturities), with such payment first to be applied to the outstanding Base Rate Loans and then to the outstanding Eurodollar Loans, and (C) third, to Revolving Loans, with such payment first to be applied to the outstanding Base Rate Loans and then to the outstanding Daily LIBOR Loans; and

     (ii) if such Mandatory Prepayment is payable by Core Mexico, to the Mexican Loan;

provided that, in each case, if the outstanding principal amount of any Eurodollar Loan shall be reduced to an amount less than the minimum amount set forth in Section 2.9(d) hereof as a result of such prepayment, then such Eurodollar Loan shall be converted into a Base Rate Loan on the date of such prepayment. Any prepayment of a Eurodollar Loan pursuant to this Section 2.14 shall be subject to the prepayment provisions set forth in Article III hereof.

     Section 2.15. Liability of Borrowers .

     (a)  Liability . Each Borrower hereby authorizes Administrative Borrower to request Loans or Letters of Credit hereunder. Core Molding acknowledges and agrees that Agent and the Lenders are entering into this Agreement at the request of Core Molding and with the understanding that Core Molding is and shall remain fully liable for payment in full of the Obligations (including the Obligations of Core Mexico through Article X hereof) and any other amount payable under this Agreement and the other Loan Documents. Core Molding agrees that it is receiving or will receive a direct pecuniary benefit for the each Loan made and each Letter of Credit and the IDRB Letter of Credit issued hereunder.

     (b)  Appointment of Administrative Borrower . Each Borrower hereby irrevocably appoints Administrative Borrower as the borrowing agent and attorney-in-fact for all Borrowers, which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower to (i) provide Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, (ii) take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit, and (iii) exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

     (c)  Waivers of Each Borrower . In the event that any obligation of any Borrower under this Agreement is deemed to be an agreement by such Borrower to answer for the debt or default of another Credit Party or as an hypothecation of property as security therefor, each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the creditworthiness of such other Credit Party, and (ii) such Borrower has established adequate means of obtaining from such other Credit Party on a continuing basis, financial or other information pertaining to such other Credit Party’s financial condition. Each Borrower expressly waives, except as expressly required under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Agent and the Lenders of any additional security of another Credit Party for the obligations secured hereby, or the alteration or release in any manner of any security of another Credit Party now or hereafter held in connection with the Obligations, and consents that Agent, the Lenders and any other Credit Party may deal with each other in connection with such obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in time for payment of any such obligations or in the terms or conditions of any security held. Agent and the Lenders are hereby expressly given the right, at their option, to proceed in the enforcement of any of the Obligations independently of any other remedy or security they may at any time hold in connection with such obligations secured and it shall not be necessary for Agent and the Lenders to proceed upon or against or exhaust any other security or remedy before proceeding to enforce their rights against such Borrower. Each Borrower further waives any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to Agent and the Lenders by any other Credit Party.

     (d)  Liability of Foreign Borrowers . Anything herein to the contrary notwithstanding, Core Mexico shall not at any time be liable for the Indebtedness of Core Molding under this Agreement (exclusive of Indebtedness of Core Mexico that is guaranteed by Core Molding under this Agreement).

     Section 2.16. Extension of Commitment . Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof (beginning with the financial statements for the fiscal year of Core Molding ending December 31, 2009), Administrative Borrower may deliver a Request for Extension, requesting that the Lenders extend the maturity of the Revolving Credit Commitment for an additional year. Each such extension shall require the unanimous written consent of all of the Lenders and shall be upon such terms and conditions as may be agreed to by Agent, Borrowers and the Lenders. Core Molding shall pay any attorneys’ fees or other expenses of Agent in connection with the documentation of any such extension, as well as such other fees as may be agreed upon between Borrowers and Agent.

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO
EURODOLLAR LOANS; INCREASED CAPITAL; TAXES

     Section 3.1. Requirements of Law .

     (a) If, after the Closing Date, (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, or (ii) the compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority:

     (A) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, the IDRB Letter of Credit, any Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes and Excluded Taxes which are governed by Section 3.2 hereof);

     (B) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

     (C) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or the IDRB Letter of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Core Molding (and Core Mexico, with respect to the Mexican Loan) shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If

any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Administrative Borrower (with a copy to Agent) of the event by reason of which it has become so entitled.

     (b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit or the IDRB Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Administrative Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount and reasonable detail regarding such calculation), Core Molding (and Core Mexico, with respect to the Mexican Loan) shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

     (c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender to Administrative Borrower, together with a reasonably detailed calculation and description of such amounts contemplated by this Section 3.1 (with a copy to Agent) shall be rebuttably presumptive evidence of the amounts so payable. In determining any such additional amounts, such Lender may use any method of averaging and attribution that it (in its reasonable credit judgment) shall deem applicable. The obligations of Borrowers pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

     Section 3.2. Taxes .

     (a) All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be deducted or withheld from any amounts payable to Agent or any Lender hereunder, the amounts so payable to Agent or such Lender shall be increased by such additional amounts to the extent necessary to yield to Agent or such Lender (after deducting, withholding and payment of all Taxes and Other Taxes, and including any of the foregoing levied on such additional amounts) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Loan Documents that Agent or such Lender would have received had no such deduction or withholding been required.

     (b) Whenever any Taxes or Other Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely withhold and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, Administrative Borrower shall send to Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Credit Party showing payment

thereof or other evidence of payment reasonably acceptable to Agent or such Lender. If such Credit Party shall fail to pay any Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to Agent the required receipts or other required documentary evidence, such Credit Party and Core Molding shall indemnify Agent and the appropriate Lenders on demand for any incremental Taxes or Other Taxes paid or payable by Agent or such Lender as a result of any such failure.

     (c) If any Lender shall be so indemnified by a Credit Party, such Lender shall use reasonable efforts to obtain the benefits of any refund, deduction or credit for any taxes or other amounts with respect to the amount paid by such Credit Party and shall reimburse such Credit Party to the extent, but only to the extent, that such Lender shall receive a refund with respect to the amount paid by such Credit Party or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Lender) of the United States or any state or subdivision or any other Governmental Authority thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Lender. If, at the time any audit of such Lender’s income tax return is completed, such Lender determines, based on such audit, that it shall not have been entitled to the full amount of any refund reimbursed to such Credit Party as aforesaid or that its net income taxes shall not have been reduced by a credit or deduction for the full amount reimbursed to such Credit Party as aforesaid, such Credit Party, upon request of such Lender, shall promptly pay to such Lender the amount so refunded to which such Lender shall not have been so entitled, or the amount by which the net income taxes of such Lender shall not have been so reduced, as the case may be.

     (d) Each Lender that is not (i) a citizen or resident of the United States of America, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or (iii) an estate or trust that is subject to federal income taxation regardless of the source of its income (any such Person, a “Non-U.S. Lender”) shall deliver to Administrative Borrower and Agent two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement with respect to such interest and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Credit Parties under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement or such other Loan Document. In addition, each Non-U.S. Lender shall deliver such forms or appropriate replacements promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Administrative Borrower at any time it determines that such Lender is no longer in a position to provide any previously delivered certificate to Administrative Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this subsection (d), a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (d) that such Non-U.S. Lender is not legally able to deliver.

     (e) The agreements in this Section 3.2 shall survive the termination of the Loan Documents and the payment of the Loans and all other amounts payable hereunder.

     (f) Borrowers hereby acknowledge that Agent and the Lenders are subject to withholding tax liabilities with respect to the Mexican Loan that, pursuant to this Section 3.2, are payable by Borrowers. Borrowers hereby agree not to contest their obligation to pay such tax liabilities.

     Section 3.3. Funding Losses . Core Molding (and Core Mexico, with respect to the Mexican Loan) agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan or a Daily LIBOR Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest (with no additional premium or penalty thereon) that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower, together with a reasonably detailed calculation and description of such amounts (with a copy to Agent) by any Lender shall be rebuttably presumptive evidence of the amount so payable. The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

     Section 3.4. Eurodollar Rate or Daily LIBOR Rate Lending Unlawful; Inability to Determine Rate .

     (a) If any Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower and Agent, be conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a Eurodollar Loan or a Daily LIBOR Loan, the obligations of such Lender to make, continue or convert any such Eurodollar Loan or Daily LIBOR Loan shall, upon such determination, be

suspended until such Lender shall notify Agent that the circumstances causing such suspension no longer exist, and all outstanding Eurodollar Loans and Daily LIBOR Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion.