SUPPLY AGREEMENT INTERNATIONAL TRUCK AND ENGINE CORPORATION

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1.

TERM OF AGREEMENT

This Supply Agreement (the “Agreement) between INTERNATIONAL TRUCK AND ENGINE CORPORATION (the “Buyer”) and Core Molding Technologies (the “Seller”), dated November 1, 2005 (the “Effective Date”) will be for an initial term of 6 Years years commencing November 1, 2005 and terminating October 31, 2011 unless otherwise terminated as provided herein (the “Initial Term”). This Agreement may be extended for additional terms of one year (each a “Renewal Term”) provided that both parties agree in writing to such extension no later than sixty (60) days prior to expiration of the Initial Term or renewal term, as the case may be. This Agreement is effective as of the Effective Date and shall remain in effect until either terminated by either party in accordance with the terms of this Agreement or the expiration of the Agreement at the end of the Initial Term or any Renewal Term.

2.

FREIGHT

3.

PAYMENT TERMS

Payment terms under this Agreement shall be [*] from date of receipt of an invoice from Seller, or the date of receipt of the Products (as defined below) by Buyer, whichever is later. All payments shall be made in U.S. dollars.

4.

PRODUCT TERMS

Buyer’s original equipment, and up to one hundred percent (100%) of Buyer’s service requirements as they presently exist for fiberglass reinforced products and sheet molded compound as detailed in the written specifications, drawings, part numbers, design and style of Buyer (“Product”), attached hereto as Appendix A – PRODUCT DESCRIPTION/PRODUCT PRICING, or as they may be hereafter improved or modified if such improvements and modifications are approved by Buyer in writing, except where the Buyer’s customer specifies another supplier’s product. Buyer’s requirements for modules, which may or may not include similar components or equipment as the Products herein, are not included in Seller’s or Buyer’s obligations under this section.

B.

Buyer reserves the exclusive right at any time to make changes or modifications to the drawings and specifications of any Products, materials, or work covered by this Agreement which are designed by Buyer, or are uniquely designed or created for Buyer. Any difference in price or time for performance resulting from such changes shall be equitably adjusted, and the Agreement shall be amended and modified in writing accordingly.

C.

During the Initial Term (and Renewal Term, if any) of this Agreement, Seller shall not sell, give, transfer or in any way cause to be or facilitate to be manufactured or sold the Products or any derivatives of Products identified in Appendix B – PRODUCT PRICING SCHEDULE of this Agreement and any Products sold to Buyer under this Agreement to any other party other than Buyer, unless expressly authorized in writing by Buyer.

D.

Seller hereby agrees to provide Buyer’s Service Requirements for Products solely through the Buyer’s Parts Distribution Network or Buyer’s designated Affiliates and Seller is hereby prohibited from distributing such Products to Buyer’s Customers through any alternate aftermarket distribution channel, unless written authorization to do so has been obtained from Buyer.

E.

Shipments of Products by Seller must equal the exact quantity ordered by Buyer, though consideration must be given to allow for optimization of packaging and freight, unless otherwise agreed to in writing by Seller and Buyer. Shipping schedules may contain authorization by Buyer to the Seller to fabricate within a time specified quantities of Products under this Agreement, the delivery of which has not been specified by Buyer.

A.

Similar Pricing for Production Products and Service Parts . Products used for OEM production vehicles (“Production Parts”), Products used to service previously sold Production Products (“Service Parts”), and packaging, if applicable, shall be quoted and priced by Seller to Buyer at the equivalent pricing levels. Price reductions granted to Buyer by Seller on Production Products will also apply to all corresponding Service Parts.

B.

Evidence of Cost to Buyer . Seller must provide Buyer with cost transparencies satisfactory to Buyer including costs, packaging, if applicable, to Seller for all Products covered in this Agreement.

C.

Pricing of Products . Pricing for Products shall under no circumstances exceed pricing of similar products to Seller’s Parts Distributors. Upon receipt of a written request from Buyer, Seller hereby agrees to provide Buyer’s Supply Manager with all necessary documentation to evidence Seller’s compliance with its agreement set forth in the previous sentence of this section.

D.

Similar Terms as Seller’s Other Customers . Seller will provide Products to Buyer with terms and conditions on an overall basis that are no less favorable than those of any other customer of Seller purchasing comparable quantities of the same or similar Products.

E.

[*]

6.

[*]

8.

SERVICE PARTS AVAILABILITY

a.

[*]

b.

[*]

c.

[*]

d.

[*]

e.

[*]

9.

PACKAGING AND PACKING

10.

LABELING

Seller must meet the requirements identified in the Buyer’s Quick Receive Guideline, which is available at http://www.internationalsupplier.com/, and which is deemed part of this Agreement. Seller will make every effort to comply with amendments and issues will be negotiated.

11.

VOLUMES

12.

TOOLING

shortage. Such tooling items must be identified and labeled as “Owned By International”. Furthermore, all tooling as described above owned by Buyer shall be used exclusively for the manufacture of Products for Buyer. Seller will perform normal maintenance, at Seller’s expense, for the duration of this Agreement. Buyer is responsible for repair and replacement beyond normal maintenance on tools, jigs and fixtures (secondaries)

B.

Tooling developed for the production of the Products will conform to Buyer’s product development guidelines. It is expected that Seller will exercise due care and judgment in the design, specification, sourcing, building, and supervision of building, of all tooling in such a way to maximize production efficiency and minimize cost. Seller will analyze domestic and overseas placement of tooling using various cost, part and tooling design, timing requirements and work with the buyer to select the most globally competitive source. Buyer will pay Seller only the globally competitive tool cost. Seller shall submit all tools for inspection and review by Buyer in accordance with AIAG (Automotive Industry Action Group) Publication, Production Part Approval Process, prior to Buyer making payment for same. Buyer may, at its option, see detailed tooling documents, invoices and/or tooling orders prior to issuing its approval for payment of tooling. Tooling costs may be shared with Seller or amortized as mutually agreed upon by both parties in writing. If Seller pays for tooling and amortizes cost to Buyer as described in the attached Amortization Agreement, upon completion of amortization Buyer shall have the option to purchase all such tooling from Seller for the price of one dollar ($1.00).

A.

Seller and Buyer are committed to an active product cost reduction program. Any Buyer-initiated cost savings resulting from product improvements and/or design changes shall be credited [*] to Buyer after funding the total cost of initial tooling investment. Any Seller-initiated cost savings resulting from product improvements and/or design changes shall be credited [*] to Seller after funding the total cost of initial tooling investment.

B.

COMPASS/IdeaStream Credits . Buyer and Seller will establish a goal of [*] % COMPASS/IdeaStream credit per calendar year, beginning January 1, 2006. All ideas must be credited by October 31 ^st of each calendar year in order to qualify for the [*]% savings. Seller hereby agrees that it will follow COMPASS/IdeaStream guidelines set forth in the International Supplier Network website, http://www.internationalsupplier.com/, for what constitutes an acceptable idea submission.

C.

When tooling investment is required by either party to implement or achieve a cost reduction, the party funding such tooling shall retain [*] of the cost savings until such time as such party recoups the total tooling dollar investment, after which time the cost reduction will be credited as stated above.

A.

Seller shall not discontinue any Product(s) without written agreement from Buyer. Buyer will work in good faith with Seller to accept reasonable requests.

B.

Seller shall provide Buyer (3) months advance warning of changes that will result in changes to Buyer’s cost, part numbers, or production processes. Changes that have a negative impact on the Buyer’s total installed cost may only be implemented with prior written agreement from Buyer.

C.

When Seller introduces proprietary Products intended to replace those Product(s) already purchased by Buyer, those Products will be priced to have a total installed cost equal to or lower than the Products they replace. As replacement Products are introduced, all price reductions, freight terms, and rebates described in this Agreement will apply to the replacement Products on the dates set forth in this Agreement.

D.

When Seller seeks to introduce new Products to Buyer that are not replacement Products, Buyer and Seller will negotiate in good faith to implement a competitive price. As new Products are introduced, all price reductions, freight terms, and rebates described in this Agreement will apply to the new Products on the dates specified in this Agreement.

A.

Components or systems purchased from Seller that have specific government regulatory performance requirements will require Seller to provide evidence of compliance satisfactory to Buyer and the applicable governmental regulatory authority, in the form of a test report and/or engineering analysis, validating conformance to those specific requirements.

B.

Seller must provide the same evidence of compliance whenever a change is made to a particular component or system that affects the performance of that component or system to a specific government regulatory performance requirement.

C.

Seller must provide an annual “Letter of Conformance” per the compliance standard operating procedure F-2 as outlined at http://wwwnio.navistar.com/r&q/compliance/soi f-2.doc.

A.

All pricing, quantity, and freight debits, and rebate disputes between Buyer and Seller that Seller wishes to contest must be communicated in writing by Seller to the Buyer within six (six) months of the date of dispute. For quantity disputes, Seller must provide a copy of the relevant proof of delivery (“POD”) that is stamped with the Buyer’s receipt number, and the bill of lading (“BOL”) number.

B.

Seller must provide sixty (60) days written notice to Buyer of any intention to stop shipment of Products as a result of a dispute set forth above. Seller shall present its dispute to the Mediation Board at least sixty (60) days prior to proposed end of shipment date to allow for adequate response from Buyer.

18.

PERFORMANCE ACHIEVEMENT

When seller is design responsible, seller is required to meet all cost, delivery, quality and technology requirements, and documentation thereof, as specified in this Agreement. Buyer’s plants, Parts Distribution Centers or Supply Manager will communicate non-conformances directly to Seller with requests for corrective actions. These corrective actions must be performed in a timely manner and the issues corrected to the reporting location’s satisfaction. All non-conformance will be subject to the minimum charges as detailed in Appendix C – NON-CONFORMANCE CHARGE SCHEDULE. Charges are negotiable between buyer and seller. The provisions of this paragraph are not intended to limit in any way any other rights and remedies Buyer may have against Seller pursuant to this Agreement, under law or equity or otherwise. Seller maintains the right to dispute occurrences and buyer agrees that negotiations will take place in good faith.

19.

KEEP COMPETITIVE AGREEMENT

Buyer and Seller recognize that continuing to be competitive in price, delivery, quality, and technology is essential for this Agreement. If buyer reasonably demonstrates to Seller that any aggregate sample of product including [*] is not a competitive value in price, delivery, technology or quality with other equivalent products of equivalent value, production, usage or availability in the world, then Seller agrees to provide an action plan and timetable within ninety (90) days of such demonstration to cure the deficiency to Buyers satisfaction. If the plan fails to cure the deficiency within the agreed upon timetable, then Buyer may at its option withdraw the non-competitive Product(s) from this Agreement and serve notice to terminate the obligations of the parties under this Agreement with respect thereto, effective upon the date specified by Buyer in such notice. Buyer agrees that prior to exercising its option, it will consider, in good faith, any proposal by Seller to correct the deficiency. Buyer recognizes that within the Seller’s current product list there is a normal distribution of products and profitability, Buyer agrees to maintain the current product list with the Seller for the duration of this agreement.

20.

SUPPLY FAILURE

In the event of a partial failure of Seller’s sources of supply for the Products purchased, Seller will allocate to customers based on their level of purchases.

21.

LATE DELIVERY CHARGES

If Buyer determines that Seller’s deliveries are so far behind a given schedule, provided their have been no changes in schedule for EDI during the past 10 working days, that Buyer requests express shipments, Seller will pay the express charges. If Seller’s deliveries are so far behind a given schedule that the Buyer is compelled to use material not according to Buyer’s specification, or at a higher cost, the Seller will pay additional costs, expenses, losses, or damages Buyer sustains. If buyer’s schedules exceed tool capacity originally quoted, buyer will pay additional costs required for express shipment. The provisions of this paragraph are not intended to limit in any way any other rights and remedies Buyer may have against Seller pursuant to this Agreement, under law or equity or otherwise.

22.

ASSURANCE OF PERFORMANCE

If Buyer reasonably deems itself insecure with respect to Seller’s ongoing performance, due to Seller’s financial capacity, Buyer may demand that Seller provide assurance of future performance to Buyer within five (5) days of the demand. This assurance may be in any security acceptable to Buyer, including but not limited to, collateral consisting of cash, letter(s) of credit, surety bond, parent guaranty, or lender releases. This security shall be in an amount satisfactory to Buyer and shall also be sufficient to offset costs and expenses incurred or reasonably expected to be incurred by Buyer in securing for itself completion of the project or other performance due from Seller. Buyer reserves its right to any other remedies allowed in law or equity. Failure to provide the requested performance assurance within the stated period shall constitute a default of this Agreement, and Buyer shall be free to cancel this Agreement in its discretion immediately upon expiration of the time specified for delivery of the requested performance assurance.

23.

REIMBURSEMENT FOR NON-PERFORMANCE BY SELLER

______________

* Confidential Treatment Requested by Core Molding Technologies, Inc.

B.

Seller shall promptly notify Buyer in writing of any anticipated labor dispute or labor shortage or any other labor performance interruption, and Seller shall arrange for advance deliveries or warehousing, at Buyer’s option and at locations acceptable to Buyer, of a mutually agreeable supply of Products. Seller agrees to provide Buyer with its plan to continue production and support Buyer with Product in the event of a labor dispute, shortage, interruption, or contract expiration ninety (90) days before such event. Seller also agrees to keep Buyer informed of the status of negotiations toward renewal of any union contract or agreement.

C.

Buyer and Seller agree to the delivery performance targets, and the associated performance charges, for shipments to Buyer’s Parts Distribution Centers (PDC’s), contract packagers, and/or freight forwarders.

A.

Subject to the terms in Article 24 — WARRANTY above, Seller shall reimburse Buyer for warranty claim costs determined by Buyer to be the result of a defect in the Seller’s material, design if responsible, and/or workmanship as follows:

B.

In the event that a Product fails due to materials and/or workmanship at an extraordinary rate and results in Buyer issuing an Authorized Field Change or a Safety Recall, Seller will reimburse Buyer for reasonable expenses associated with administering the Authorized Field Change or Safety Recall in addition to the

reimbursement as specified in Article 25-A-iii – REIMBURSEMENT FOR WARRANTY CLAIMS above.

C.

If Buyer agrees to reimburse a Customer for product failures beyond the warranty period or terms in order to show good will and maintain customer satisfaction, Seller agrees to negotiate in good faith with Buyer regarding reimbursement for these expenses to Buyer on a case-by-case basis.

D.

Seller will issue credit within six (6) months from the date of dispute of the time that the claim is presented by the Buyer. If Seller fails to do so the Buyer has the right to debit the Seller’s account.

E.

If the Seller disputes its responsibility for a claim it must do so in writing within sixty (60) days of notice of such claim and provide details to support such denial.

Business Concerns” as required by Federal Laws 97-507, 99-661, and 103-355. Buyer’s policy states that all suppliers receiving contracts from Buyer in excess of five-hundred thousand dollars ($500,000), except small business concerns defined above, will set a 5% minimum spending goal to further subcontract with Small Disadvantaged-Owned Business Concerns; will set a 5% minimum spending goal to further subcontract with Minority-Owned Business Concerns; will set a 5% minimum spending goal to further subcontract with Women-Owned Business Concerns; and will set a 3% minimum spending goal to further subcontract with Veteran-Owned Business Concerns, Service Disabled-Owned Business Concerns, and Hubzone-Located Business Concerns commensurate with the Seller’s sales to the Buyer. The Seller further agrees to submit an annual written plan to Buyer by August 31 ^st outlining how the above stated goals will be achieved. Reference is hereby made to the Supplier Diversity section of Buyer’s supplier website for goal details at http://www.internationalsupplier.com/.

30.

VALUE SELLING

Buyer has a Brand Promise which is “ INTERNATIONAL listens, understands, and delivers the best ways to move our Customers ahead. On the road and in their business. ” Seller is required to provide a value statement to the Buyer upon request. The value statement should describe the value to the Buyer’s Customers that the Seller’s Product provides over their competitor’s product.

31.

GENERAL

Seller will provide at no additional cost to Buyer such design and design qualification assistance, manufacturing assistance, technical and field support as required by Buyer and compensation will be negotiated in good faith for substantive resources.

32.

ENGINEERING SPECIFICATION AND PRODUCT COMPLIANCE

i.

Meet requirements as defined in Statements of Work (“SOW”), Specification Transmittals, prints, models, and math data.

i.

Meet requirements as defined in Statements of Work (SOW), Specification Transmittals, prints, models and math data.

ii.

Provide on-site supplier engineers during the Product Development Process if requested by Buyer’s engineers.

iii.

Have production intent prototype parts development capability.

iv.

Have the capability of and use electronic data exchange for engineering and CAD data throughout the life of the development program and for production maintenance.

v.

Use quality tools where warranted in the development of Buyer components, such as, but not limited to, FEA (Finite Element Analysis), DVP&R’s (Design Verification Plans and Reports), DFMEA (Design Failure Mode and Effects Analysis), PFMEA (Process Failure Mode and Effects Analysis), and must provide

raw data, test reports, and detailed FMVSS Compliance reports for all tests as needed.

A.

Buyer requires that all EDI transactions with trading partners will be communicated utilizing ANSI X 12 standards and AIAG implementation guidelines. The following table summarizes the transaction requirements for Buyer’s Truck, Engine and Service Parts business units. Please be reminded that as business needs and conditions change, this set of required transactions will be modified accordingly.

EDI

TRANSACTION

PURPOSE

TRUCK

ENGINE

SERVICE PARTS

Materials Release

All Suppliers

All Suppliers

All Suppliers *

862

Shipment
Authorization

Selected
Suppliers

Selected
Suppliers

Selected
Suppliers

866

Sequenced
Components

Selected
Suppliers

856

Sh