STOCK REPURCHASE AGREEMENT

Exhibit 10(b)

STOCK REPURCHASE AGREEMENT

     THIS STOCK REPURCHASE AGREEMENT (this “ Agreement ”), is made as of this 17th day of July, 2007 by and between CORE MOLDING TECHNOLOGIES, INC., a Delaware corporation (the “ Corporation ”), and INTERNATIONAL TRUCK AND ENGINE CORPORATION, a Delaware corporation formerly known as Navistar International Transportation Corp. (the “ Selling Stockholder ”).

Background

      WHEREAS , the Selling Stockholder owns 4,264,000 shares of the Corporation’s common stock, par value $.01 per share (the “ Common Stock ”);

      WHEREAS , the Selling Stockholder has agreed to sell, and the Corporation has agreed to purchase, 3,600,000 shares of Common Stock held by the Selling Stockholder (the “ Subject Shares ”), upon the terms and subject to the conditions set forth in this Agreement (the “ Repurchase ”); and

      WHEREAS , as an inducement for the Corporation to effect the Repurchase, the Selling Stockholder has agreed, as provided herein, to certain restrictions with regard to the sale, assignment, transfer, encumbrance or other disposition of the shares of Common Stock held by the Selling Stockholder that are not part of the Subject Shares (the “ Remaining Shares ”).

Statement of Agreement

      NOW, THEREFORE, in consideration of the premises and of the mutual covenants and undertakings made by the parties hereto, and intending to be legally bound, it is hereby mutually agreed:

ARTICLE 1
THE TRANSACTION

      1.01 Repurchase of the Subject Shares . On the Closing Date (defined below), pursuant to the terms and subject to the conditions contained in this Agreement, the Selling Stockholder shall sell, assign, transfer, convey and deliver to the Corporation, and the Corporation shall redeem, acquire and accept from the Selling Stockholder, all of the Selling Stockholder’s right, title and interest in and to the Subject Shares free and clear of all liens, pledges, claims, options, charges or encumbrances of any type, except as set forth in the Corporation’s organizational documents, for the consideration specified in Section 1.02 of this Agreement, to be paid as provided in Section 1.02 of this Agreement.

      1.02 Repurchase Price . The repurchase price for the Subject Shares shall be Seven and 25/100 Dollars ($7.25) per share or an aggregate of Twenty Six Million One Hundred Thousand and no/100 Dollars ($26,100,000) (the “ Repurchase Price ”). The Repurchase Price shall be payable by the Corporation by wire transfer at the Closing.

      1.03 Closing Date . The closing shall be conducted electronically (by exchange of copies of signed agreements) or in person at such location as the parties may agree, on or before July 17, 2007 (the “ Closing ” or the “ Closing Date ”). Either party (if such party is not then in breach of this Agreement) may terminate this Agreement if the Closing has not occurred by the close of business on July 18, 2007.

      1.04 Documents to be Delivered by Selling Stockholder . In addition to, and without limiting any of the provisions of this Agreement, the Selling Stockholder agrees to deliver, or cause to be delivered, to the Corporation, on the Closing Date, the following:

           1.04.1 The original certificates representing all of the Subject Shares, duly endorsed in blank or with separate stock powers duly endorsed in blank; and

           1.04.2 Certificate of the Secretary, Assistant Secretary or other authorized officer of Selling Stockholder stating that the transactions contemplated by this Agreement are duly authorized, valid and binding obligations of Selling Stockholder enforceable in accordance with their terms.

      1.05 Documents to be Delivered by Corporation . In addition to, and without limiting any other provision of this Agreement, the Corporation agrees to deliver, or cause to be delivered, to the Selling Stockholder, on the Closing Date, the following:

           1.05.1 The Repurchase Price in accordance with Section 1.02 hereof; and

           1.05.2 Certificate of the Secretary, Assistant Secretary or other authorized officer of the Corporation stating that the transactions contemplated by this Agreement are duly authorized, valid and binding obligations of Corporation enforceable in accordance with their terms.

      1.06 Items to be Delivered by Selling Stockholder and Corporation . The Selling Stockholder and the Corporation agree to deliver such other instruments, certificates and documents as the other party or its counsel may reasonably request to carry out the transactions contemplated by this Agreement.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER

     The Selling Stockholder hereby represents and warrants to the Corporation as follows:

      2.01 Organization and Qualification . The Selling Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and is in good standing as a foreign corporation in all other jurisdictions in which the ownership of its property and the nature of its activities, or both, make such qualification necessary except where the failure to so qualify or be in good standing would not be reasonably likely to have

a material adverse effect on the business, financial conditions, operations, performance or properties of the Selling Stockholder.

      2.02 Authority to Execute and Perform the Agreement; No Breach by the Selling Stockholder . The Selling Stockholder has the full legal right, power and authority, without the consent of any other person (except as set forth in the Corporation’s organizational documents), and has received such approvals and taken such actions as are required, to enter into, execute and deliver this Agreement and all other agreements and instruments to be executed and delivered by the Selling Stockholder in connection therewith (the “ Transaction Documents ”). The Transaction Documents, when duly executed and delivered by the Selling Stockholder, will be the valid and binding obligations of the Selling Stockholder enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Selling Stockholder of the Transaction Documents in accordance with their respective terms will not (i) require the approval, consent or authorization of any federal, state, county, local or other governmental or regulatory body; or (ii) conflict with, result in a breach of, constitute an event of default under or require any approval, consent or authorization under any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound.

      2.03 Title to Subject Shares . The Selling Stockholder owns beneficially and of record and has the full power and authority to convey to the Corporation the Subject Shares, free and clear of any liens, pledges, claims, options, charges or encumbrances of any type, except as set forth in the Corporation’s organizational documents. The transfer of the Subject Shares to the Corporation hereunder will pass good and marketable title to the Subject Shares from the Selling Stockholder to the Corporation free and clear of any lien, pledge, claim, option, charge, or encumbrance of any type, except as set forth in the Corporation’s organizational documents.

      2.04 Brokers or Finders . The Selling Stockholder is not obligated, directly or indirectly, to any person for investment banking, brokerage or finders’ fees, agents’ commissions, or any similar charges, in connection with this Agreement or the transactions contemplated hereby; provided, however, that the Corporation acknowledges that the Selling Stockholder has retained LaSalle Corporate Finance, Inc. to provide a valuation of the Common Stock for which it is due compensation.

      2.05 Access; Information . The Selling Stockholder was granted and had full and unrestricted access to the Corporation’s business premises, offices, properties, and business, corporate, and financial books and records, including the Corporation’s financial statements, and the Selling Stockholder was permitted to examine the foregoing, question the other officers and directors of the Corporation, and make such other investigation as the Selling Stockholder considered appropriate to determine or verify the business condition (financial or otherwise) of the Corporation and to consummate the transactions contemplated by this Agreement. The Selling Stockholder has made such further investigation and examination of the affairs of the Corporation and has obtained such information relating thereto as the Selling Stockholder deems necessary to

verify the accuracy and veracity of the information furnished to it. The Selling Stockholder has carefully considered and has, to the extent it believes such discussion to be necessary, discussed with its professional legal, tax and financial advisors the suitability of the repurchase provided for herein, this Agreement, and the transactions described herein, and the Selling Stockholder has determined that consummation thereof are in Selling Stockholder’s best interests. Selling Stockholder acknowledges that it and the Corporation are severally responsible for and shall pay their respective tax liabilities of whatever nature, whether state, federal, income, capital gains or otherwise, that may be due on the sale of the Subject Shares to the Corporation.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES