EXHIBIT 10(a)(1)

CORE MATERIALS CORPORATION

December 31, 1996 $25,504,000.00

FOR VALUE RECEIVED, Core Materials Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of Navistar International Transportation Corp., a Delaware corporation ("NAVISTAR"), the principal amount of Twenty-Five Million Five Hundred Four Thousand and 00/100 Dollars ($25,504,000.00) (or the unpaid principal amount from time to time outstanding hereunder) together with interest thereon calculated from the date hereof in accordance with the provisions of this Note.

This Note was issued pursuant to that certain Asset Purchase Agreement, dated as of September 12, 1996 (as amended and modified from time to time, the "PURCHASE AGREEMENT"), between the RYMAC Mortgage Investment Corporation (predecessor in interest to the Company) and Navistar. The Purchase Agreement contains certain terms governing the rights of the holder of this Note which are incorporated herein by reference. Except as defined in paragraph 10 hereof and unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement. Notwithstanding anything to the contrary herein, it is expressly agreed that the outstanding principal amount of this Note may, from time to time, be increased pursuant to certain purchase price adjustments set forth in Section 1(g) of the Purchase Agreement (the "Purchase Price Adjustments").

1. PAYMENTS OF PRINCIPAL AND INTEREST.

(a) PRINCIPAL PAYMENT. The Company shall pay principal installments under this Note to the Noteholder as follows:

(i) Within ninety (90) days after the end of each fiscal year of the Company during the term hereof, the Company shall pay principal in an amount equal to the amount, if any, by which the total cash and Cash Equivalents of the Company, as shown on the Company's audited balance sheet and statement of financial condition as of the end of such fiscal year, prepared in accordance with GAAP, exceeds Three Million Dollars ($3,000,000.00); and

(ii) In the event the Company obtains, from time to time, any Refinancing Loan, the Company shall promptly upon obtaining such loan pay principal in an amount equal to the proceeds of such loan.

If not sooner paid, the Company shall pay the entire principal amount of this Note then outstanding to the Noteholder in full on December 31, 2006 (the "Maturity Date"), together with any and all accrued and unpaid interest and any other amounts due hereunder.

(b) INTEREST. Except as otherwise expressly provided herein, interest shall accrue at the rate of eight percent (8.0%) per annum, (computed on the basis of a 360-day year and the actual

number of days elapsed in any year) on the unpaid principal amount of this Note outstanding from time to time from and including the date hereof until the date paid, or (if less) at the highest rate then permitted under applicable law. The Company shall pay to the Noteholder all accrued interest on the last business day of each June and December, beginning after the date hereof. Notwithstanding anything to the contrary contained herein, on the date any such scheduled interest payment becomes due the Company may elect to add such interest payment to the outstanding principal balance of the Note to be repaid with interest in accordance with the provisions of this Note; provided, that (i) the board of directors of the Company by resolution declares that the payment of such scheduled interest payment would be reasonably expected to significantly effect the Company's and any of its Subsidiaries' ability to fund current operations and (ii) the Noteholder shall have received written notice of such election at least thirty (30) days before the date of such scheduled interest payment, which notice shall be accompanied by a certified copy of the resolution of the board of directors of the Company referred to in clause (i) above and an amendment to this Note, in form and substance satisfactory to the Noteholder, duly executed by the Company and dated as of the date such scheduled interest payment becomes due, which amendment shall increase the principal amount of this Note by the amount of such scheduled interest payment. Payments received by the Noteholder from the Company on this Note shall be applied first to the payment of interest which is due and payable and only thereafter to the outstanding principal balance hereof. Unless prohibited under applicable law, any accrued interest which is not paid on the date on which it is due and payable shall bear interest at the same rate at which interest is then accruing on the principal amount of this Note until such interest is paid. Any accrued interest which for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on this Note is made.

2. PREPAYMENTS; SETOFF.

(a) OPTIONAL PREPAYMENTS. The Company may, without premium or penalty, at any time and from time to time, prepay all or any portion (in whole number multiples of $50,000) of the outstanding principal amount of this Note, provided that the Company has paid all interest on this Note accrued through the immediately preceding scheduled interest payment date. In connection with any prepayment of principal pursuant to this paragraph 2(a), the Company shall also pay all accrued and unpaid interest on the principal amount of this Note being prepaid.

(b) RIGHT OF SETOFF. In addition to all other rights and remedies available to Navistar hereunder or otherwise, Navistar shall have the right, after the occurrence and during the continuance of any Default or Event of Default, to setoff against and to apply to the accrued and unpaid interest and outstanding principal balance of the Note (in each case, to the extent then due and payable), any obligation owing by Navistar to the Company. Any such setoff shall be applied first to the payment of interest which is due and payable and only thereafter to the outstanding principal balance hereof.

3. COLLATERAL SECURITY. This Note is secured by a first priority lien upon and security interest in all of the Company's assets, whether now owned or hereafter acquired, and is entitled to the

benefits of the Security Documents. Notwithstanding the foregoing, Noteholder agrees that it will (if requested to do so by the holder of the Senior Obligations), upon terms reasonably acceptable to Noteholder, subordinate its security interest and lien in the Collateral (as defined in the Security Documents) in connection with and to the extent reasonably required to facilitate a Refinancing Loan, and promptly upon the request of the holder of the Senior Obligations, it will execute and deliver such documents, instruments and agreements as are necessary to evidence such subordination.

4. COVENANTS.

(a) AFFIRMATIVE COVENANTS; OTHER INFORMATION. The Company hereby agrees that, so long as any amount is owing to the Noteholder hereunder, the Company shall and (except in the case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to:

(i) PERFORMANCE OF OBLIGATIONS. (A) Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be or the failure to pay, discharge or otherwise satisfy such obligations would not be reasonably expected to have a Material Adverse Effect; and (B) comply with all material applicable laws, rules and regulations of all governmental authorities, except to the extent that the failure to comply therewith would not be reasonably expected to cause a Material Adverse Effect.

(ii) CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to engage in business of the same general type as conducted by it on the Closing Date (after giving effect to the transactions contemplated by the Purchase Agreement) and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to subparagraph 4(b)(iv), and except to the extent that the failure to do so would not be reasonably expected to have a Material Adverse Effect.

(iii) MAINTENANCE OF PROPERTY; INSURANCE. Keep all property useful and necessary in its business in good working order and condition; maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Noteholder, upon written request, full information as to the insurance carried.

(iv) INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and applicable law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the Noteholder to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and upon reasonable notice and as often as may reasonably be desired and to discuss the business,

operations, properties and financial and other condition of the Company and its Subsidiaries with officers and employees of the Company and its Subsidiaries and with its independent certified public accountants; provided that the Noteholder shall bear its own expenses if any such inspection, examination or discussion occurs at a time when no Default or Event of Default shall have occurred and be continuing.

(v)INFORMATION. Provide to Navistar:

(A) within five days after the same are sent, copies of all financial statements and reports which the Company sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Company may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority;

(B) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company's operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder); and

(C) promptly, such additional financial and other information as the Noteholder may from time to time reasonably request.

(vi) NOTICES. Reasonably promptly after obtaining knowledge of any of the following (or within such other time period designated in clause (E) below) give notice to the Noteholder thereof:

(A) the occurrence of any Default or Event of Default;

(B) any (1) default or event of default under any contractual obligation of the Company or any of its Subsidiaries or (2) litigation, investigation or proceeding which may exist at any time between the Company or any of its Subsidiaries and any governmental authority, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(C) any litigation or proceeding affecting the Company or any of its Subsidiaries in which the amount involved is $250,000 or more and not covered by insurance or in which injunctive or similar relief is sought;

(D) the occurrence of or existence of any event or condition that, in the judgment of Company, could be reasonably expected to give rise to a claim for indemnification by the Noteholder under Section 10 of the Purchase Agreement;

(E) as soon as possible and in any event within 30 days after the Company or any Commonly Controlled Entity knows or has reason to know of (1) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, and (2) within 15 days after the Company or any Commonly Controlled Entity knows or has reason to know of the occurrence or expected occurrence of any of the following events: (i) a failure to make any

required contribution to a Plan, (ii) the filing of a request for a minimum funding waiver under Section 412 of the Code with respect to a Plan, (iii) the creation of any Lien in favor of the PBGC or a Plan, (iv) any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan, (v) the institution of proceedings or the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan, (vi) the disqualification of any Plan that is intended to be qualified under Section 401(a) of the Code, (vii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (viii) any other event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or the imposition of any liability under Title IV of ERISA;

(F) any Lien (other than security interests created by the Security Agreement or Liens permitted hereunder) on any of the Collateral (as defined in the Security Agreement) which is not permitted under subparagraph 4(b)(ii) and which, in the judgment of the Company, would be reasonably expected to materially and adversely affect the ability of the Noteholder to exercise any of its remedies under the Security Agreement;

(G) the occurrence of any event that, in the judgment of the Company, would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created by the Security Agreement; and

(H) any material adverse change in the business, operations, property or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole.

Each notice pursuant to this paragraph shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action (if any) the Company proposes to take with respect thereto.

(vii) ADDITIONAL COLLATERAL; SUBSIDIARIES.

(A) With respect to any assets of the type covered by the Security Agreement acquired after the Closing Date by the Company or any of its Subsidiaries, and, upon the occurrence and during the continuance of an Event of Default and at the request of the Noteholder, with respect to any other assets or property of the Company or any of its Subsidiaries, as to which the Noteholder does not have a perfected Lien, (1) execute and deliver to the Noteholder such amendments to the Security Agreement or such other documents as the Noteholder reasonably requests in order to grant to the Noteholder a security interest in such assets, (2) take all actions reasonably requested by the Noteholder to grant to the Noteholder a perfected security interest in such assets, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Noteholder and (3) if reasonably requested by the Noteholder deliver to the Noteholder legal opinions relating to the matters described in the preceding clauses (1) and (2), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Noteholder.

(B) With respect to any Subsidiary of the Company created or acquired after the Closing Date by the Company, prior to or concurrently with becoming such Subsidiary (1) have the Company amend the Security Agreement so as to grant to the Noteholder a perfected security interest in the Capital Stock and assets of such Subsidiary, (2) deliver to the Noteholder or its agent the certificates representing such Capital Stock, if any, together with undated stock powers, executed in blank, in form and substance reasonably satisfactory to the Noteholder, in respect of such stock,
(3) cause such Subsidiary to enter into a guarantee in form and substance reasonably satisfactory to the Noteholder guarantying the prompt payment and performance by the Company of all of its obligations hereunder, and (4) if requested by the Noteholder, deliver to the Noteholder legal opinions relating to the matters described in the preceding clauses (1), (2) and (3) which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Noteholder.

(viii) OBTAIN REFINANCING LOAN. To use reasonable commercial efforts to obtain a Refinancing Loan within six (6) months from the date hereof in amounts and with terms reasonably satisfactory to the Company and the Noteholder.

(b) NEGATIVE COVENANTS. The Company hereby agrees that, so long as any amount is owing to the Noteholder, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(i) LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to exist any Indebtedness, except:

(A) the Senior Obligations;

(B) Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary;

(C) Indebtedness of the Company or any of its Subsidiaries incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise) after the date hereof;

(D) Indebtedness assumed by the Company pursuant to the Purchase Agreement, and any refinancings, refundings, renewals or extensions thereof; PROVIDED, that the principal amount of any such Indebtedness shall not be increased to more than the principal amount outstanding on the Closing Date (after giving effect to the transactions contemplated by the Purchase Agreement);

(E) Indebtedness of a corporation which becomes a Subsidiary after the date hereof, PROVIDED that (i) such Indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing;

(F) Indebtedness of the Company on an unsecured basis in an aggregate principal amount not to exceed $3,000,000 at any one time outstanding under the lines of credit

offered by commercial banks to the Company or its Subsidiaries to finance the working capital needs of the Company and its Subsidiaries; and

(G) Indebtedness of the Company in respect of this Note, as may be amended from time to time (including without limitation any increase in the principal amount of this Note pursuant hereto or the Purchase Agreement).

(ii) LIMITATION ON LIENS. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:

(A) Liens and encumbrances of the type described in Sections 4(c), (d) and (e) of the Purchase Agreement;

(B) Liens securing Indebtedness of the Company and its Subsidiaries permitted by clause (C) of subparagraph 4(b)(i) hereof incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased to more than the principal amount originally incurred and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the fair value (as determined in good faith by the board of directors of the Company) of such property at the time it was acquired;

(C) Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof securing Indebtedness permitted by clause (E) of subparagraph 4(b)(i) hereof, PROVIDED that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased to more than the principal amount originally incurred;

(D) Liens created to secure the Senior Obligations;

(E) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP;

(F) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;

(G) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(H) deposits to secure the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(I) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; and

(J) Liens created by the Security Documents.

(iii) LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or suffer to exist any Guarantee Obligation except:

(A) Guarantee Obligations assumed by the Company pursuant to the Purchase Agreement and any refinancings, refundings, renewals or extensions thereof, PROVIDED, that the principal amount of any such Guarantee Obligations shall not be increased to more than the principal amount outstanding on the Closing Date (after giving effect to the transactions contemplated by the Purchase Agreement);

(B) guarantees made in the ordinary course of business, not to exceed $250,000 in the aggregate, by the Company of obligations of any of its Subsidiaries or by any Subsidiary of obligations of the Company, in each case to the extent such guaranty obligations are otherwise permitted under this Agreement;

(C) guarantees made in respect of the Senior Obligations;

(D) guarantees by the Company or any of its Subsidiaries of indebtedness permitted by subparagraph 4(b)(i);

(E) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Company or any Subsidiary in an aggregate amount not to exceed $250,000 at any one time outstanding for the Company and its Subsidiaries; and

(F) guarantees made in favor of the Noteholder as contemplated by this Note.

(iv) LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:

(A) any Subsidiary of the Company may be merged or consolidated with or into the Company (PROVIDED that the Company shall be the continuing or surviving

corporation) or with or into any one or more wholly owned Subsidiaries of the Company (PROVIDED that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);

(B) any wholly owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other wholly owned Subsidiary of the Company; and

(C) any Person may be merged with or into the Company, (PROVIDED that the continuing or surviving corporation assumes all of the obligations and liabilities of the Company in respect of this Note, the Purchase Agreement, the Ancillary Agreements, and Related Documents) with the prior written consent of the Noteholder.

(v) LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests) or any product line, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person other than the Company or any wholly owned Subsidiary, except:

(A) the sale or other disposition of any property in the ordinary course of business;

(B) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(C) as permitted by subparagraph 4(b)(iv);

(D) the sale or other disposition of any property, provided the aggregate book value of all property sold or disposed of by the Company pursuant to this clause (D) does not exceed $1,000,000 in any fiscal year of the Company; and

(E) the sale or other disposition of any assets, the net proceeds of which are used to prepay this Note or are otherwise distributed in accordance with the Intercreditor Agreement.

(vi) LIMITATION ON DIVIDENDS. Declare or pay any dividend (other than dividends payable solely in common stock or preferred stock of the Company and dividends payable by any Subsidiary of the Company to the Company, or any other Subsidiary of the Company) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Company or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any Subsidiary.

(vii) LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or

other securities of or any assets constituting a business unit of, or make any other investment (collectively, "Investments") in, any Person, except:

(A) extensions of trade credit in the ordinary course of business;

(B) investments in Cash Equivalents;

(C) investments by the Company in its Subsidiaries and investments by such Subsidiaries in the Company and in other Subsidiaries;

(D) Investments in existence on the date hereof and disclosed in the Purchase Agreement;

(E) additional Investments or acquisitions made after the date hereof and approved by the board of directors of the Company; and

(F) loans and advances to employees of the Company or its Subsidiaries for travel and entertainment expenses in the ordinary course of business.

(viii) LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT INSTRUMENTS. (A) Make any optional payment or prepayment on or redemption or purchase of any Indebtedness for borrowed money other than any prepayment of this Note or any prepayment of any revolving loans or term loans made under the Credit Agreement; (B) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of any such Indebtedness other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon) or (C) amend, modify or change, or consent or agree to any amendment, modification or change to the Credit Agreement to increase the interest rate on the Senior Obligations (including any default rate).

(ix) LIMITATION ON CHANGES IN FISCAL YEAR. Permit the fiscal year of the Company to end on a day other than December 31.

(x) LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into with any Person any agreement, other than (A) this Note, (B) the Credit Agreement and (C) purchase money mortgages or Financing Leases permitted by this Note (provided in the case of this clause (C), any prohibition or limitation shall only be effective against the assets financed thereby), which prohibits or limits the ability of the Company or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired.

(xi) LIMITATION ON AMENDMENTS OF CERTIFICATES OF INCORPORATION AND BY-LAWS. Permit any material modification, amendment or supplement to the certificate of incorporation or by-laws of the Company or any of its Subsidiaries.

(xii) LIMITATION ON CERTAIN RESTRICTIONS. Become subject to, or permit any of its Subsidiaries to become subject to, (including, without limitation, by way of amendment to or

modification of) any agreement (other than the Credit Agreement) which by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or any dividends to, transfer property to, or repay any Indebtedness owed to, the Company or another Subsidiary or (B) the Company's right to perform the provisions of this Note (including, without limitation, provisions relating to the payment or prepayment of principal and interest on this Note).

5. INTERCREDITOR AGREEMENT.

The Noteholder hereby acknowledges and agrees that the exercise of remedies pursuant to paragraph 6 is, and shall at all times be, subject to the limitations on the Noteholder's remedies set forth in the Intercreditor Agreement.

6. EVENTS OF DEFAULT.

(a) DEFINITION. For purposes of this Note, an Event of Default shall be deemed to have occurred if

(i) The Company shall fail to pay any principal when due in accordance with the terms hereof; or the Company shall fail to pay any interest when due in accordance with the terms hereof, or any other amount payable hereunder, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or

(ii) Any representation or warranty made or deemed made by the Company in the Purchase Agreement or any Related Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Note, the Purchase Agreement or any Related Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(iii) The Company shall default in the observance or performance of any agreement contained in subparagraph 4(a) (vii) of this Note or contained in the Purchase Agreement or any Related Document, subject to applicable cure periods, if any; or

(iv) The Company shall default in the observance or performance of any other agreement contained in this Note subject to 30 day cure (other than as provided in subparagraphs (i) through (iii) of this paragraph); or

(v) The Company or any of its Subsidiaries shall (A) default in any payment of principal of any Indebtedness for borrowed money in excess of $50,000 at the final maturity thereof; or (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or any Guarantee Obligation in respect of any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (whether by the terms of any document evidencing such Indebtedness or Guarantee Obligation, upon the election of any holder of Indebtedness or beneficiary of any Guarantee Obligation or otherwise); or

(vi) (A) The Company or any of its Subsidiaries shall commence any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (2) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (B) there shall be commenced against the Company or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (A) above which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (C) there shall be commenced against the Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (D) the Company or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (A), (B), or (C) above; or (E) the Company or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(vii) (A) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or any Commonly Controlled Entity, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan that is a Single-Employer Plan, (D) any Plan that is a Single-Employer Plan shall terminate for purposes of Title IV of ERISA, (E) the Company or any Commonly Controlled Entity shall, or in the reasonable opinion of Noteholder is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(viii) One or more judgments or decrees shall be entered against the Company or any of its Subsidiaries involving in the aggregate a liability (not fully covered by insurance) of $1,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(ix) (A) Any of the Security Documents shall cease, for any reason, to be in full force and effect, or the Company or any Subsidiary which is a party to any of the Security Documents shall so assert or (B) the Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent, if any, otherwise provided in the Intercreditor Agreement.

(b) CONSEQUENCES OF EVENTS OF DEFAULT.

(i) If any Event of Default has occurred, the interest rate on this Note shall increase immediately by an increment of 1 percentage point(s) to the extent permitted by law. Any increase of the interest rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist.

(ii) If an Event of Default of the type described in subparagraph 6(a) (vi) has occurred with respect to the Company, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any action on the part of the Noteholder, and the Company shall immediately pay to the Noteholder all amounts due and payable with respect to this Note.

(iii) If any Event of Default has occurred (other than under subparagraph 6(a) (vi)), the Noteholder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of this Note (together with all such other amounts then due and payable).

(iv) The Noteholder shall also have any other rights which such holder may have been afforded under any contract or agreement (including, without limitation, the Security Documents) at any time and any other rights which such holder may have pursuant to applicable law.

7. WAIVER OF CERTAIN RIGHTS. The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Company hereunder.

8. ASSIGNMENT. The rights and obligations of the Company and the Noteholder shall be binding upon and benefit the permitted successors, assigns and transferee of the parties; provided that in no event shall the Company assign its rights hereunder without the prior written consent of the Noteholder. The Noteholder shall provide the Company with notice of any assignment or transfer of Noteholder's rights hereunder.

9. AMENDMENT AND WAIVER. Except as otherwise expressly provided herein, the provisions of this Note may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Noteholder.

10. DEFINITIONS. For purposes of this Note, the following capitalized terms have the following meaning:

"CAPITAL STOCK" shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

"CASH EQUIVALENTS" shall mean (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $250,000,000, or party to the Credit Agreement (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-2 by Standard and Poor's Ratings Group ("S&P") or P-2 by Moody's Investors Service, Inc. ("Moody's"), (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States or by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's, (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (b) through
(f) of this definition;

"COMMONLY CONTROLLED ENTITY" shall mean an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group which includes the Company and which is treated as a single employer under Section 414 of the Code.

"CONSOLIDATED LEASE EXPENSE" shall mean for any period, the aggregate amount of fixed and contingent rentals payable by the Company and its Subsidiaries for such period with respect to leases of real and personal property, determined in accordance with GAAP on a consolidated basis.

"DEFAULT" shall mean any of the events specified in paragraph 6, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"EMPLOYEE BENEFIT PLAN" shall have the meaning set forth in Section 3(3) of ERISA.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

"EVENT OF DEFAULT" shall mean each of the events described in paragraph 6; PROVIDED, HOWEVER, that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"FINANCING LEASE" shall mean any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

"GUARANTEE OBLIGATION" shall mean as to any Person (the "GUARANTEEING PERSON"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "PRIMARY OBLIGATIONS") of any other third Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

"INDEBTEDNESS" shall mean of any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (e) all obligations in respect of deferred compensation and (f) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof.

"INSOLVENCY" shall mean with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

"INTERCREDITOR AGREEMENT" shall mean the intercreditor agreement entered into between the holders of Senior Obligations and Navistar, as amended or otherwise modified from time to time.

"LIEN" shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing).

"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Note or any of the other Related Documents (other than the Intercreditor Agreement) or the rights or remedies of Noteholder hereunder or thereunder.

"MULTIEMPLOYER PLAN" shall mean a Plan which is a multiemployer plan as defined in Section 400l(a)(3) of ERISA.

"NOTEHOLDER" shall mean Navistar and its permitted successors, transferees and assigns.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

"PERSON" shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"PLAN" shall mean any Employee Benefit Plan in respect of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"REFINANCING LOAN" shall mean any loan, extension of credit or other financial accommodation (other than a revolving line of credit for working capital purposes or loans for project finance use) made as of or after the Closing to the Company by a Person other than the Noteholder, to refinance and pay indefeasibly in full or in part the outstanding principal amount now or at any time or times hereafter owing by the Company to Noteholder under this Note, and which is secured by Company's equipment or other assets in which Noteholder holds security interests on the date hereof, provided that (i) the proceeds of such loan are disbursed directly to Noteholder pursuant to written authorization given by Company to the Person making the loan; and (ii) to the extent such Person intends to take a security interest in any of Company's equipment or other assets, such person has entered into an intercreditor agreement with the Noteholder in form and substance acceptable to Noteholder.

"RELATED DOCUMENTS" shall mean this Note, the Security Documents and the Intercreditor Agreement.

"REORGANIZATION" shall mean with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

"REPORTABLE EVENT" shall mean any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived by regulation.

"RESPONSIBLE OFFICER" shall mean the chief executive officer and the president of the Company or, with respect to financial matters, the chief financial officer of the Company.

"SENIOR OBLIGATIONS" shall mean all obligations and liabilities of the Company in respect of the loan agreement entered into by the Company in connection with the Refinancing Loan (the "CREDIT AGREEMENT") and all loan and security documents executed and delivered in connection therewith, and any refinancing, refunding, renewals or extensions thereof (PROVIDED, that the principal amount of such Indebtedness shall not be increased to more than the principal amount outstanding as of the date of such loan agreement), including, without limitation, any interest accruing subsequent to the commencement of any bankruptcy, insolvency or similar proceedings with respect to the Company, whether or not such interest constitutes an allowed claim in such proceeding.

"SECURITY AGREEMENT" shall mean (i) the Open-End Mortgage Deed and Security Agreement dated as of December 31, 1996 given by the Company in favor of the Navistar and filed for record with the Franklin County, Ohio, Recorder, and (ii) the Security Agreement dated as of December 31, 1996 given by the Company in favor of Navistar.

"SECURITY DOCUMENTS" shall mean the Security Agreement, and the subsidiary guarantees contemplated hereby.

"SINGLE-EMPLOYER PLAN" shall have the meaning set forth in Section 4001(a)(15) of ERISA.

"SUBSIDIARY" shall mean as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Note shall refer to a Subsidiary or Subsidiaries of the Company.

11. CANCELLATION. After all principal, accrued interest and all other amounts hereunder at any time owed on this Note, including all Purchase Price Adjustments, have been paid in full, this Note shall be surrendered to the Company for cancellation, and the Noteholder shall take such action as the Company may reasonably request to evidence such discharge and the release of the Liens created by the Security Documents. Notwithstanding anything herein to the contrary, it is expressly agreed that the outstanding principal balance under this Note may be reduced to a zero balance without such repayment operating to cancel this Note or extinguish or release the Liens, security title and security interest created by the Security Documents. This Note and the Security Documents shall remain in full force and effect as to any subsequent Purchase Price Adjustments made after the zero balance without loss or priority until all Indebtedness of the Company to the

Noteholder arising under or in connection with this Note, the Purchase Agreement, or any other instrument or document now or at any time evidencing, securing or guaranteeing the same is paid in full and satisfied. The Company waives the operation of any applicable statute, law or regulation having a contrary effect.

12. PAYMENT OF EXPENSES AND TAXES. The Company hereby agrees (a) to pay or reimburse the Noteholder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Note and the other Related Documents after the occurrence of any Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to the Noteholder, (b) to pay, indemnify, and hold the Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Note and the other Related Documents and (c) to pay, indemnify, and hold the Noteholder harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Note and the other Related Documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company, any of its Subsidiaries or any of their properties (all the foregoing in this clause (c), collectively, the "indemnified liabilities"), PROVIDED that the Company shall have no obligation hereunder to the Noteholder with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Noteholder, (ii) legal proceedings commenced against the Noteholder by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) any matter relating to the Intercreditor Agreement. The agreements in this paragraph shall survive repayment of this Note and all other amounts payable hereunder.

13. PAYMENTS. All payments to be made to the Noteholder shall be made in the lawful money of the United States of America in immediately available funds and, except as otherwise expressly provided herein or as may be required by law, without any setoff, counterclaim, withholding or deduction whatsoever.

14. PLACE OF PAYMENT. Payments of principal and interest shall be delivered to Navistar by wire transfer of immediately available funds to the following account:

Bank of America, Illinois
231 South LaSalle Street Chicago, Illinois 60697 ABA Routing Number: 071000039 For the account of Navistar International Transportation Corp.

or to such other Noteholder at such other address or to the attention of such other person or to such other account as specified by prior written notice to the Company.

15. SEVERABILITY. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Note.

16. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of this Note are inserted for convenience only and do not constitute a substantive part of this Note. The use of the word "including" in this Note shall be by way of example rather than by limitation.

17. GOVERNING LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.

18. WAIVERS. TO THE EXTENT PERMITTED BY LAW, THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN PARAGRAPH 19 HEREOF. IN ADDITION, THE COMPANY HEREBY WAIVES TRIAL BY JURY, ANY OBJECTIONS BASED ON FORUM NON CONVENIENS AND ANY OBJECTIONS TO VENUE OF ANY ACTION ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED BY OR THE RELATIONSHIPS ESTABLISHED IN CONNECTION WITH THIS NOTE.

19. NOTICES. All notices, requests, demands, waivers and other communication required or permitted to be given under this Note shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or (iii) sent by next-day or overnight mail or delivery or (iv) sent by telecopy (with verbal confirmation of receipt) or telegram.

455 North City Front Plaza Drive Chicago, IL 60611
Attn: Treasurer
Fax Number: (312) 836-2573

WITH A COPY, WHICH WILL
NOT CONSTITUTE NOTICE TO
NAVISTAR, TO:
455 North City Front Plaza Drive
Chicago, IL 60611

Attn: General Counsel
Fax Number: (312) 836-3982

and:

Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Attn: Michael Kerr
Fax Number: (312) 861-2200
Confirm Number: (312) 861-2356

IF TO THE COMPANY:

Core Materials Corporation
800 Manor Park Drive
Columbus, Ohio 43228
Attn: President
Fax Number: (614) 870-5051

WITH A COPY, WHICH WILL
NOT CONSTITUTE NOTICE TO
THE COMPANY, TO:

Brown & Wood LLP
One World Trade Center
New York, New York, 10048
Attn: Edward J. Fine, Esquire
Fax Number: (212) 839-5599

or, in each case, to such other Noteholder at such other address as may be specified in writing to the other Parties.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the date after such delivery, (ii) if by certified or registered mail, on the seventh business day after the mailing thereof, (iii) if by next-day or overnight mail or delivery, on the day delivered, or (iv) if by telecopy or telegram, on the next day following the day on which such telecopy or telegram was sent, provided that a copy is also sent by certified or registered mail.

20. BUSINESS DAYS. If any payment is due, or any time period for giving notice or taking action expires, on a day which is a Saturday, Sunday or legal holiday in the State of Illinois, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

21. USURY LAWS. It is the intention of the Company and the Noteholder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an election by the holder hereof resulting from an Event of Default, voluntary prepayment by the Company or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the holder hereof either be rebated to the Company or credited on the principal amount of this Note, or if this Note has been paid, then the excess shall be rebated to the Company. The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Company.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of December 31, 1996.

CORE MATERIALS CORPORATION

By: /s/ Richard R. Conte
    ----------------------------

Its: President
     ----------------------------

EXHIBIT 10(a)(2)

AMENDMENT NO. 1 TO
SECURED PROMISSORY NOTE

THIS AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE (this "AMENDMENT" entered into as of this 31st day of December, 1996, by and between Navistar International Transportation Corp., a Delaware corporation ("NAVISTAR"), and Core Materials Corporation, a Delaware corporation (the "COMPANY").

WITNESSETH:

WHEREAS, Navistar and RYMAC Mortgage Investment Corporation ("RYMAC") entered into a certain Asset Purchase Agreement dated as of September 12, 1996, as amended (the "PURCHASE AGREEMENT"), pursuant to which the Company (as successor to RYMAC) purchased those certain assets of Navistar's Columbus Plastics Operation as described in the Purchase Agreement (the "ASSETS"), subject to the terms and conditions therein;

WHEREAS, as part of the consideration for the sale of the Assets, the Company previously executed and delivered to Navistar that certain Secured Promissory Note dated as of December 31, 1996, in the original principal amount of Twenty Five Million Five Hundred Four Thousand and 00/100 Dollars ($25,504,000.00), subject to adjustment as provided therein (the "NOTE");

WHEREAS, Navistar and the Company have agreed upon a final determination of the "Closing Date Balance Sheet" (as defined in the Purchase Agreement);

WHEREAS, the "Net Tangible Assets" (as defined in the Purchase Agreement) reflected in the Closing Date Balance Sheet exceed the Net Tangible Assets as of January 31, 1996 by Four Million Ten Thousand and 00/100 Dollars ($4,010,000.00) (the "EXCESS AMOUNT"); and

WHEREAS, in order to effectuate the purchase price adjustment described in Section 1(g)(i) of the Purchase Agreement, Navistar has elected to increase the principal amount of the Note by the Excess Amount, and Navistar and the Company wish to amend the terms of the Note pursuant to the terms and conditions set forth herein below.

NOW, THEREFORE, in consideration of the facts recited, the covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, Navistar and the Company hereby agree as follows:

1. The Note is hereby amended to be in the amount of "$29,514,000.00."

2. The first paragraph of the Note is hereby amended in its entirety to read as follows:

FOR VALUE RECEIVED, Core Materials Corporation, a Delaware corporation (the "COMPANY"), hereby promises to pay to the order of Navistar International Transportation Corp., a Delaware corporation ("NAVISTAR"), the principal amount of Twenty Nine Million Five Hundred Fourteen Thousand and 00/100 Dollars ($29,514,000.00) (or the unpaid principal

amount from time to time outstanding hereunder) together with interest thereon calculated from the date hereof in accordance with the provisions of this Note.

3. The Company hereby ratifies and confirms the Note, as amended hereby, in all respects, and, as amended hereby, the terms thereof shall remain in full force and effect. This Amendment may be attached to and shall form a part of the Note for all purposes.

IN WITNESS WHEREOF, this instrument is executed as of the day and year first above written.

CORE MATERIALS CORPORATION

By: /s/ Kenneth M. Schmell
   -----------------------------------
   Kenneth M. Schmell
   Acting Chief Executive Officer

NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.

By: /s/Thomas M. Hough
   -----------------------------------
   Thomas M. Hough
   Vice President and Treasurer

EXHIBIT 10(b)

COMPREHENSIVE SUPPLY AGREEMENT

NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
AND
CORE MATERIALS CORPORATION

1. LENGTH OF AGREEMENT

This Agreement between NAVISTAR INTERNATIONAL TRANSPORTATION CORP. ("Buyer") and CORE MATERIALS CORPORATION ("Seller") will be for an initial term of five (5) years commencing January 1, 1997 and terminating December 31, 2001 unless otherwise terminated as provided herein. This Agreement is intended to be a rolling five (5) year Agreement where an extension to the fifth year is negotiated annually.

2. PRODUCTS

A. During the term of this Agreement, provided Seller meets conditions in Article 8, Buyer shall purchase from Seller, and Seller shall sell to Buyer, one hundred percent (100%) of Buyer's original equipment and service requirements for Fiberglass Reinforced Parts using the Sheet Molding Compound (SMC) process as they presently exist and are detailed in the written specifications, drawings, design and style of Buyer, attached hereto as Exhibit A (at their specified prices), or as they may be hereafter improved or modified if such improvements and modifications are approved by Buyer in writing.

B. The Buyer agrees to pay the prices as listed in Exhibit A to this Agreement as those prices may be amended by other terms in this Agreement.

C. During the term of this Agreement, Seller shall not manufacture or sell the Products covered by this Agreement and developed exclusively for Buyer to any other party other than Buyer, unless authorized in writing by Buyer.

3. PAYMENT TERMS

Payment terms shall be [ * ] from date of invoice.

[ * ] = CONFIDENTIAL TREATMENT HAS BEEN GRANTED

4. FREIGHT

A. Seller agrees to use only freight carriers specified in writing by Buyer.

B. Terms of delivery for all Products sold herein shall be f.o.b. Seller's plant.

5. QUALITY

A. Seller agrees to maintain an acceptable quality system as defined by Buyer's corporate requirements published under the title "Navistar Quality Requirements", document number GF-333 (NQR). NQR is comprised of two parts: QS-9000, the automotive and truck manufacturers' quality system requirements, and NSR, Navistar-specific requirements. The Seller agrees to be QS-9000 registered by January l, 1998.

B. Part Certification: Seller further agrees to participate in Buyer's product certification program as stated in Buyer's Product Certification Manual, GF-604L.

C. Seller shall provide Product to Buyer which can be applied with paint without defects or requiring further processing or repair by Buyer. The defects may include dirt, porosity, primer finish defects, molding mars, packaging, and other defects similar to the foregoing. In the event Buyer must repair or further process Product for painting, Seller will reimburse Buyer at a labor rate of [ * ] per hour.

6. PACKAGING

A. 1. Seller shall deliver all Products in packaging that complies with Buyer's packaging specifications (D13, Rev. 7/94) and other special packaging requirements consistent therewith, and with previous Agreements between Buyer and Seller. Buyer is responsible for conveying Product packaging specifications to Seller.

2. Interpretation of packaging specifications and determination of market competitive packaging costs will be coordinated between Buyer and Seller.

B. RETURNABLE CONTAINERS: If returnable containers are required by Buyer, container and transportation costs therefor will be negotiated in good faith between Buyer and Seller.

[ * ] = CONFIDENTIAL TREATMENT HAS BEEN GRANTED

7. SERVICE PARTS AVAILABILITY

A. Service parts for the Products covered within this Agreement will be furnished and combined with production orders. If Buyer ceases production of any product incorporating a Product covered within this Agreement, Seller shall continue to maintain tools and supply Buyer with the Products necessary to satisfy Buyer's past model service and replacement requirements for Buyer's product for a period of at least ten (10) years, and at prices to be reasonably agreed to between the parties hereto.

B. In addition, upon termination or expiration of this Agreement, Buyer shall have the opportunity for a one-time buy of Products by Buyer to fulfill such service and replacement requirements. Buyer and Seller shall negotiate in good faith with respect thereto.

8. TOOLING

A. All tooling jigs, fixtures and associated manufacturing equipment necessary for the successful production and test of the Products for which Buyer pays Seller in full will remain the exclusive property of Buyer and Seller assumes all liability for any loss, damage or shortage except as caused by Buyer and/or for Seller's failure to return such property, including equipment, to Buyer upon request. Seller shall promptly notify Buyer of any such loss, damage or shortage. Such tooling items must be identified and labeled as "Owned by Navistar". Furthermore, all tooling owned by Buyer shall be used exclusively for the manufacture of Products for Buyer. Seller will perform normal on-going maintenance, at Seller's expense, in said tooling, jigs, fixtures and associated equipment for the duration of this Agreement. Buyer further agrees that the costs of replacement of said tooling, jigs and fixtures and associated equipment caused by normal use and age of these items will be the responsibility of the Buyer. In addition, Buyer agrees that all major tool refurbishment inclusive of, but not limited to, re-shear, resurface, re-chrome and rebuild that is a result of volume and/or part configuration related tool wear will be funded and paid for by the Buyer.

B. Tooling developed by Seller 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 and building, or supervision of building, of all tooling in such a way to maximize production efficiency and minimize cost. Seller shall submit all tools to Buyer for inspection and review by Buyer as defined by AIAG Publication, Production Part Approval Process, prior to Buyer making payment for the same. Buyer may, at its option, see detailed tooling documents, invoices and/or tooling order 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, upon completion of amortization Buyer shall have the option to purchase all such tooling from Seller for the price of one dollar ($1.00).

9. NAFTA

Seller will provide annually to Navistar, by the requested due date, an accurate and complete North American Free Trade Agreement (NAFTA) Certificate of Origin. The NAFTA Certificate of Origin must be completed in accordance with regulations published by the U.S. Department of the Treasury in the Federal Register on December 30, 1993, pages 69460 through 69565, and any amendments thereto and in accordance with instructions issued annually to the Supplier by Navistar.]

10. NEW BUSINESS

A. EXISTING BUSINESS: Buyer shall place additional production business of Buyer with Seller if, in Buyer's opinion, Seller is competitive in price, performance, delivery, reliability, technology or quality with other manufacturers of any such products.

B. NEW PRODUCT DEVELOPMENT: Both Buyer and Seller shall work together to develop designs and processes at target costs that establish the lowest possible cost of any new products. Seller agrees to provide all price/cost submissions with full cost disclosure throughout the iterative design process. Nothing in this Article shall be construed as an obligation on the part of Buyer to develop or purchase any products other than those Products covered by this Agreement.

11. ENGINEERING/TECHNICAL SUPPORT

Seller will provide at no additional cost to Buyer such design and design qualification assistance, manufacturing assistance, technical and field support as may be reasonably required by Buyer.

12. WARRANTY

Seller agrees to warrant its Product for Buyer's heavy duty, medium duty and school bus chassis which prove to be defective in material and/or workmanship of Seller's Product up to twelve (12) months from new vehicle delivery date to user, or 100,000 miles to the extent set forth in Article 13.

13. REIMBURSEMENT FOR WARRANTY CLAIMS

Reimbursement for warranty claims costs pursuant to this Article shall include one-hundred percent (100%) of the sum of: (1) material costs at Seller's OEM selling price (Seller to Buyer); (2) Buyer's dealer cost (Buyer to dealer) times [ * ] percent ([ * ]%); and (3) dealer's normal labor charge at the approved rate and time standards approved by Buyer.

14. RIGHTS AND DUTIES

The rights and duties under this Agreement may be assigned by either party, either in whole or in part, only with the prior written consent of the other party, which will not be unreasonably withheld.

15. ELECTRONIC DATA INTERCHANGE (EDI) - SCHEDULES AND FORECASTS

A. Seller agrees to arrange to be in a position to communicate and receive all current and future EDI transactions deemed necessary by Buyer within twelve months of a consummated transaction.

B. The parties contemplate that Buyer will communicate production/service schedules and releases to Seller, and Seller shall confirm the same to Buyer as soon as practicable via electronic data interchange (EDI). EDI is the electronic exchange of routine business transactions (purchase orders, material releases, shipping authorizations, shipment notifications, etc.). On not less than a monthly basis, Buyer shall issue to Seller a set of communications via EDI. The EDI communications, among other things, shall define Buyer's requirements for production/service material as hereinafter provided.

C. Buyer's Scheduling and Release program will provide weekly regeneration of production requirements netted against current available inventory. The requirements horizon will be six (6) months, and will contain both customer orders and production forecasts. Furthermore, the six (6) month schedule horizon will contain current production requirements consisting of twenty (20) daily buckets, eight (8) weekly buckets, one
(1) balance-of-the-month bucket, and three (3) monthly buckets of production requirements. Buyer's liability for materials shall be limited to the requirements shown in the most current six (6) week schedule/release, which shall represent a firm commitment for Products, except as the parties otherwise agree in writing from time to time with regard to specific components which the parties acknowledge require additional lead time, and for which parts Buyer shall provide Seller with additional lead time in excess of such

[ * ] = CONFIDENTIAL TREATMENT HAS BEEN GRANTED

six (6) week firm schedule/release. The parties contemplate that the regenerated schedules will be transmitted weekly via the EDI 830 transaction set. In addition, the parties further contemplate that the requirements displayed in each new weekly schedule should match very closely to the daily requirements which will be transmitted via the EDI 862 Shipment Authorization. These schedules will be transmitted weekly unless an interim schedule change is required and agreed to in writing by the parties. Seller shall make arrangements to check its EDI mailbox on a daily basis.

D. Additional EDI transactions that will be transmitted weekly, or as required, shall include the EDI 856 Shipment Notification and EDI 997 Functional Acknowledgment.

16. VOLUMES

Seller and Buyer agree that volumes are based on past usage and projected market forecasts. No minimum quantities of annual production of Products or minimum purchase quantities are implied herein, and no penalties shall be imposed on Buyer for volumes of Products actually ordered by Buyer below those quantities forecasted.

17. INDEMNIFICATION

Seller indemnifies and holds harmless Buyer and its officers, directors and affiliates from any and all damages, costs and expenses incurred as a result of a claim by any third party regarding any harm, damage or loss incurred (or alleged to have incurred) as a direct result of any defect in the materials or workmanship of Seller's Products. Buyer indemnifies and holds harmless Seller and its officers, directors and affiliates from any and all damages, costs and expenses incurred as a result of a claim by any third party regarding any harm, damage, loss or expense incurred (or alleged to have incurred) as a result of Buyer's installation of Seller's Products other than as a direct result of any defect in the materials or workmanship of Seller's Products. If a claim is asserted against Buyer and Seller, Buyer and Seller shall reasonably cooperate in notifying the indemnifying party and shall permit the indemnifying party to conduct the defense of such claims at its option.

18. COMPETITIVE CLAUSE

In the spirit set forth in the recitals of this Agreement, the parties recognize that continuing to be competitive in price, performance, delivery, reliability, quality and technology is essential for this long-term association to exist. If Buyer reasonably demonstrates to Seller that the particular Product part number is not a competitive value in price, performance, delivery, reliability, technology and quality with other equivalent products of equivalent values, production, usage or availability in the world, then Seller

agrees to provide an action plan and timetable within sixty (60) days of such demonstration to cure the deficiency. 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.

19. REIMBURSEMENT FOR NON-PERFORMANCE BY SELLER

A. Seller acknowledges that Buyer requires on-time delivery in order to operate its plants. The parties further acknowledge that the precise amount of damages which Buyer would sustain in the event Seller were to fail to make timely or conforming deliveries of Products would be difficult to determine. Therefore, the parties agree that Seller shall be responsible for consequential or incidental damages for the correction of products assembled out of sequence, as a result of delivery delays by Seller that are not due to circumstances beyond its control, such as weather, transportation system failures or other acts of God, or for the correction of products with quality problems by making a payment of $66 per manhour required to correct such problems. Any costs Buyer incurs in connection with Buyer's assembly line down time caused by failure of Seller to deliver on schedule, for reasons not beyond its control but only to the extent that Buyer is not covered by business interruption insurance, will be charged at a rate of $700 per minute. Seller will advise Buyer immediately in writing of any apparent imminent problem and the parties will mutually use their best efforts to avoid any actual assembly line down time. Seller shall not be responsible for the above damages if such out-of-order (late) delivery or non-delivery results from a cause beyond Seller's reasonable control without fault or negligence, provided that Seller has immediately informed Buyer in writing of the problem. It is expressly understood that a failure by Seller to perform resulting from a strike, lockout or labor difficulty of Seller shall not be excused, and Seller shall be responsible for the above damages, except if Seller complies with Article 19-B below.

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 one month supply of Products, which Products shall be limited to those contained in the most current six week Scheduling Release (as described in Paragraph 15-C herein) or other quantity mutually agreed upon.

20. PRICING

A. Effective with shipments on January 1, 1998, all Product on contract will reflect a minimum [ * ] [ * ] percent ([ * ]%) decrease on the non-raw material cost components. Furthermore, an additional minimum
[ * ] percent ([ * ]%) price reduction on the non-raw material cost components will become effective on January 1 of each succeeding year for the duration of this Agreement.

B. Seller is required to provide to Buyer audited financial statements, including income statements, balance sheets and cash flow, on an annual basis.

21. MATERIAL, LABOR AND OVERHEAD

Labor and overhead costs will be firm, and only raw material adjustments will be made for the duration of this Agreement. Price adjustments for raw materials will be based on actual transaction prices and must be verified by actual sub-supplier invoices.

Documentation must be furnished by Seller in writing to Buyer to establish the starting base for future requested price adjustments. Seller will absorb [ * ] of any raw material price adjustment (increase or decrease). Buyer reserves the right to negotiate and/or purchase raw material from other sources for Seller that Buyer proves to be at a lower total cost. Material price adjustments will be subject to annual reviews. If a price adjustment is granted by Buyer, then a new price base for raw material will be established.

22. PRODUCT IMPROVEMENTS/COST REDUCTION

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 [ * ] percent ([ * ]%) to Buyer. Mutually developed cost savings resulting from Product/process improvements and/or design changes shall be shared [ * ] with Buyer. Cost savings developed solely by Seller shall not affect contract prices.

23. CONFIDENTIAL INFORMATION

A. During the term of this Agreement, each party may disclose to the other certain confidential information relating to the Product(s), the application of the Product(s) by Buyer, and business information and marketing plans of either party. Any such information that is marked or otherwise clearly identified at the time of disclosure as confidential" or "proprietary" shall be considered as Confidential Information for purposes of this Agreement, provided that, if the information is

[ * ] = CONFIDENTIAL TREATMENT HAS BEEN GRANTED

disclosed orally, a writing identified as "confidential" or "proprietary" and summarizing the Confidential Information will be provided within thirty (30) days after disclosure. During the term of this Agreement and for a period of five (5) years after the expiration or termination of this Agreement, the receiving party will use its best efforts to prevent its disclosure of such Confidential Information for any purpose other than to effectuate the provisions of this Agreement. "Best efforts" with respect to any Confidential Information means at least that degree of care normally used by the receiving party to prevent disclosure to others of its own confidential information of similar importance, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, Seller and Buyer agree that Confidential Information shall not include any information which: (a) is or becomes publicly known through no wrongful act on the receiving party's part; or (b) is, at the time of disclosure under this Agreement, already known to the receiving party without restriction on disclosure; or (c) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; or (d) is independently developed by the receiving party without reference to or use of the Confidential Information; or (e) is disclosed pursuant to an order or requirement of any governmental or judicial authority, after prior notice to the disclosing party respecting such order, and affording the disclosing party reasonable cooperation respecting any objections by the disclosing party to the request for disclosure, including a reasonable opportunity for the disclosing party to obtain a protective order in respect of the Confidential Information at the expense of the disclosing party.

B. Upon request of the disclosing party at any time, the recipient agrees to return to the disclosing party or destroy all materials in its possession or control which contain Confidential Information of the disclosing party, including, without limitations, documents, drawings, CAD drawings, computer media, models, prototypes, sketches, designs, and lists furnished by the disclosing party or accessed by the recipient, including copies thereof made by the recipient, and to delete from its computers any software, data files, or CAD files containing Confidential Information furnished by the disclosing party. If materials are destroyed, an officer of the recipient shall identify such materials to the disclosing party and certify that their destruction has been completed. Notwithstanding the foregoing, each party shall be entitled to maintain one archival copy of the Confidential Information within its Law Department or at the office of its General Counsel, such archival copy to be used solely in connection with resolving claims or disputes between the parties relating to this Agreement.

C. This Article 23, Confidential Information, shall survive the termination or expiration of this Agreement.

24. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY

Seller agrees to defend, at its expense, any claim or suit against Buyer or Buyer's customers, based on an assertion or claim that a Product(s) furnished by Seller to Buyer hereunder or the use or sale by Buyer or its customers in the manner contemplated by this Agreement infringes any patent, or copyright or is a wrongful use of third-party trade secret or proprietary information, and further agrees to indemnify and hold Buyer harmless from any cost and expenses, including attorneys' fees, settlements associated with said claim or suit, or any damages, including attorneys' fees or costs, finally awarded in any such suit, provided that Seller is notified promptly in writing of the suit or claim and, at Seller's request and expense, is given control of the defense to such claim or suit and all reasonable assistance for the defense of same. If the use or sale of a Product(s) furnished hereunder is enjoined as a result of such suit, Seller, at its option and at no expense to Buyer, shall obtain for Buyer and its customers the right to use and sell the Product(s) or shall substitute an equivalent Product(s) acceptable to Buyer and extend this indemnity thereto. This indemnity does not extend to any claim or suit based on any infringement of any patent by the combination of Product(s) furnished by Seller with other components added thereto by Buyer, except when the Product(s) is a material part of the invention of an asserted patent and the components furnished by Buyer to complete the claimed combination, such as an engine, sensor, or vehicle frame, are not novel. This indemnity does not extend to any infringement or alleged infringement arising solely out of Seller's compliance with Buyer-required specifications, designs, or instructions that (i) are created solely by Buyer and (ii) are thereafter furnished to Seller in writing.

25. TERMINATION

Any termination or expiration of all or part of this Agreement shall not relieve either party of obligations incurred pursuant to and during the terms of this Agreement, including but not limited to the warranty provisions set forth in Article 12 hereof, the indemnification provisions set forth in Article 17 hereof, and the "Confidential Information" provisions set forth in Article 23 hereof.

A. TERMINATION FOR DEFAULT: At any time during the term of this Agreement should either party default in performing any of its material obligations hereunder, the other party may give written notice of default giving the full details thereof. If the defaulting party fails within thirty (30) days of the receipt of written notice of default to cure the default, then the non- defaulting party shall have the right to terminate this Agreement with regard to the particular Product materially affected by the default, or if the default materially affects all Products, the non-defaulting party shall have the right to terminate this Agreement in its entirety. The non-defaulting party shall give the other party thirty (30) days written notice from the determination of the failure to cure the default, whereupon the termination shall be effective.

B. TERMINATION FOR INSOLVENCY: If either party is adjudicated as bankrupt or files a voluntary petition in bankruptcy, then, in accordance with applicable law, the other party shall have the right to terminate this Agreement by giving such financially distressed party thirty (30) days written notice from the determination of the bankruptcy to cure the bankruptcy, whereupon this Agreement shall automatically terminate.

C. TERMINATION FOR INADEQUATE QUALITY: Buyer may terminate this Agreement with regard to Products if adequate quality is not maintained in accordance with the terms of Article 5 hereof.

D. TERMINATION FOR FAILURE TO REMAIN COMPETITIVE: Buyer may terminate this Agreement with regard to non-competitive Product in accordance with the terms of Article 18 hereof.

E. If Force Majeure delays delivery of Products past 15 days, Buyer may terminate this Agreement in whole or in part without penalty upon written notice to Seller.

26. OTHER CONDITIONS

This Agreement will also include the terms and conditions as outlined on Buyer's contract boilerplate.

27. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.                  CORE MATERIALS CORPORATION

By: /s/ Thomas M. Hough               By: /s/ Richard R. Conte
    ---------------------                 ----------------------
Name:  Thomas M. Hough                Name: Richard R. Conte
Title: Vice President and             Title: President
Treasurer

December 31, 1996                     December 31, 1996
-------------------------             -------------------------
Date                                  Date

                                                                                                                 PACKAGING
                                                                                                    ----------------------------
                                                                                                    1996*                  1996*
                                                                                                    SALES                  SALES
LINE                                                                           1995*      1996*     PRICE                  PRICE
NO.    CUSTOMER    DESCRIPTION                                PART NUMBER   QUANTITY   QUANTITY  PER UNIT  PART NUMBER  PER UNIT
1      Navistar    AIR DEFL EXT KIT COMPLETE                  1257228R93
2      Navistar    AIR DEFL EXT KIT COMPLETE                  1258056R91
3      Navistar    BATTERY BOX COVER                          1516024C1
4      Navistar    A/D CAB SIDE LT W/TUNNEL COMP              1616854C1
5      Navistar    A/D CAB SIDE RT W/TUNNEL COMP              1616855C1
6      Navistar    9670 AIR DEFL BULK PACK COMP               1617278C1                                    1100047R1
7      Navistar    9670 AIR DEFL BULK PACK COMP               1617279C2                                    1100047R1
8      Navistar    9370 AIR DEFL BULK PACK COMP               1617280C1                                    1100047R1
9      Navistar    LT FENDER EXT EUR/AFR COMPLETE             1619600C3
10     Navistar    RT FENDER EXT EUR/AFR COMPLETE             1619601C3
11     Navistar    9370 AIR DEFLECTOR COMPLETE                1647462C1
12     Navistar    LT SPLASH PNL S-SERIES W/HOLES             1647986C2
13     Navistar    RT SPLASH PNL S-SERIES W/HOLES             1647990C2
14     Navistar    80 x 100 HOOD COMPLETE                     1648017C1                                    1100000R1
15     Navistar    AIR DEFLECTOR CENTER EXT COMP              1649744C1
16     Navistar    AIR DEFLECTOR LEFT EXT COMP                1651622C1
17     Navistar    AIR DEFLECTOR RIGHT EXT COMP               1651623C1
18     Navistar    MEDIUM AIR DEFLECTOR COMP                  1652440C92
19     Navistar    PANEL FILLER LEFT COMPLETE                 1652441C2
20     Navistar    PANEL FILLER RIGHT COMPLETE                1652442C2
21     Navistar    LT SIDE PANEL COMPLETE                     1652443C2
22     Navistar    RT SIDE PANEL COMPLETE                     1652444C2
23     Navistar    LT SIDE PANEL COMPLETE                     1652445C1
24     Navistar    RT SIDE PANEL COMPLETE                     1652446C1
25     Navistar    9670 SUNSHADE COMPLETE                     1652484C1
26     Navistar    9670 AIR DEFLECTOR COMPLETE                1653218C1
27     Navistar    9670 AIR DEFLECTOR COMPLETE                1655015C1
28     Navistar    8300 FRONT ENGINE COVER MOLD               1656783C4
29     Navistar    REAR ENGINE COVER MOLD                     1656787C2
30     Navistar    ENGINE COVER ASSEMBLY REAR                 1656788C92
31     Navistar    FRONT ENGINE COVER MOLD                    1656789C1
32     Navistar    ENGINE COVER ASSEMBLY FRONT                1656790C91
33     Navistar    REAR ENGINE COVER MOLD                     1656791C1
34     Navistar    ENGINE COVER ASSEMBLY REAR                 1656792C91
35     Navistar    46-4900 HOOD SKIN MOLDED                   1657741C1
36     Navistar    46-4900 Lt Fender Ext Complete             1657747C3
37     Navistar    46-4900 Rt Fender Ext Complete             1657748C3
38     Navistar    71-8100 LT FENDER EXT COMPLETE             1657761C4
39     Navistar    71-8100 RT FENDER EXT COMPLETE             1657762C4
40     Navistar    46-4900 LT SPLASH PANEL COMP               1657763C2
41     Navistar    46-4900 RT SPLASH PANEL MOLD               1657764C2
42     Navistar    71-8100 LT SPLASH PANEL MOLD               1657765C2
43     Navistar    71-8100 RT SPLASH PANEL MOLD               1657766C2
44     Navistar    AIR DEFL COVER PLATE COMPLETE              1658122C1
45     GW Fibergla 80 x 112 CENTER REAR REINF                 1658666C1
46     GW Fibergla 80 x 112 CTR. RR. ASS'Y FOR GW             1658666C91
47     GW Fibergla 80 x 112 LEFT REAR REINF                   1658667C2
48     GW Fibergla 80 x 112 RIGHT REAR REINF                  1658668C2
49     GW Fibergla 80 x 112 CENTER REINF                      1658671C2
50     Navistar    80 x 112 HOOD ASSEMBLY COMP                1658675C6
51     Navistar    80 x 90 HOOD COMPLETE                      1658745C1                                    1100003R1
52     Navistar    80 x 100 BTFLY HOOD COMPLETE               1659041C92                                   1100000R1
53     Navistar    90 x 90 HOOD COMPLETE                      1659885C1                                    1100003R1
54     Navistar    46-4900 HOOD COMPLETE                      1660021C1                                    1100064R1
55     Navistar    SCHOOL BUS ENGINE COVER COMP               1660049C2
56     Navistar    71-8100 HOOD COMPLETE                      1661723C1                                    1100058R1
57     Navistar    46-4900 F/Grille Hood Complete             1664204C2                                    1100064R1
58     Navistar    LOWER GRILLE PANEL COMPLETE                1664205C1
59     Navistar    46-4900 HATCH HOOD COMPLETE                1665119C1                                    1100064R1
60     Navistar    ENGINE COVER ASSEMBLY REAR                 1666026C91
61     Navistar    ENGINE COVER COMPLETE                      1666027C1
62     Navistar    9400 AIR DEFLECTOR COMPLETE                1666660C1
63     Navistar    9400 SUNSHADE COMPLETE                     1668583C3
64     Navistar    9700 LT FRONT CAB SKIRT COMP               1668823C2
65     Navistar    9700 RT FRONT CAB SKIRT COMP               1668825C2
66     Navistar    9700 LT SHORT CAB SKIRT COMP               1668827C3
67     Navistar    9700 RT SHORT CAB SKIRT COMP               1668829C3
68     Navistar    9700 LT LONG CAB SKIRT COMP                1668831C3

                                                                                                                 PACKAGING
                                                                                                    ----------------------------
                                                                                                    1996*                  1996*
                                                                                                    SALES                  SALES
LINE                                                                           1995*      1996*     PRICE                  PRICE
NO.    CUSTOMER    DESCRIPTION                                PART NUMBER   QUANTITY   QUANTITY  PER UNIT  PART NUMBER  PER UNIT
69     Navistar    9700 RT LONG CAB SKIRT COMP                1668833C3
70     Navistar    COVER BATTERY BOX (S.E.)                   1669645C2
71     Navistar    LT SPLASH PANEL COMPLETE                   1671720C2
72     Navistar    SERVICE GRILLE                             1677510C2
73     Navistar    71-8100 LOWER GRILLE SERVICE               1677511C1
74     Navistar    9370 RH SPLASH PANEL COMPLETE              1688857C1
75     Navistar    THOMAS BUS HOOD COMPLETE                   1688895C92
76     Navistar    UPPER GRILLE PANEL COMPLETE                1689922C1
77     Navistar    80 x 112 HOOD ASM COMP SERVICE             1696070C1                                    1100002R1
78     Navistar    80 x 112 BTFLY HD ASM SERVICE              1696073C91                                   1100002R1
79     Navistar    80 x 112 HOOD ASM COMP SERVICE             1696083C1                                    1100002R1
80     Navistar    80 x 112 OBF BIG HATCH SERVICE             1696085C91                                   1100002R1
81     Navistar    80 x 112 BTFLY HOOD ASSEMBLY               2002001C91                                   1100002R1
82     Navistar    80 x 112 OBF BIG HATCH COMP                2002001C93
83     Navistar    ENGINE COVER, FRONT                        2009847C1
84     Navistar    ENGINE COVER ASSEMBLY                      2009848C91
85     Navistar    COVER, ENGINE - REAR                       2009850C1
86     Navistar    ENGINE COVER ASSEMBLY REAR                 2009851C91
87     Navistar    8200 HOOD 4/RAD ASM COMPLETE               2010717C91
88     Navistar    8100 HOOD W/91L10 PACKAGE                  2012728C91
89     Navistar    WINDSHIELD COWL COMPLETE                   2015306C1
90     Navistar    4500 LH ROUTED FENDER EXT COMP             2015474C1
91     Navistar    4700 LPX LH FENDER ROUTED                  2015474C2
92     Navistar    4500 RH ROUTED FENDER EXT COMP             2015475C1
93     Navistar    4700 LPX RH FENDER ROUTED                  2015475C2
94     Navistar    4500 LH SPLASH PANEL COMP                  2015476C1
95     Navistar    4500 RH SPLASH PANEL COMP                  2015477C1
96     Navistar    8300 SA HOOD ASS'Y COMPLETE                2017424C91
97     Navistar    8200 YF 4/RAD HOOD W/ACC DOOR              2018532C91
98     Navistar    SE BATTERY BOX COVER                       2021637C1
99     Navistar    46-4900 HOOD ASSEMBLY COMP                 2023778C1
100    Navistar    46-4900 F/ GRILLE HOOD ASM COMP            2023784C1
101    Navistar    46-4900 HATCH HOOD ASM COMP                2023786C1
102    Navistar    SE MED DUTY A/D ASSEMBLY COMP              2024955C92                                   1100028R1
103    Navistar    SE LH FILLER PANEL COMPLETE                2024982C1
104    Navistar    SE RH FILLER PANEL COMPLETE                2024983C1
105    Navistar    80 x 112 CAB AIR HOOD ASM COMP             2025663C91
106    Navistar    9370 RT SPLASH PANEL COMPLETE              2025741C2
107    Navistar    FRONT ENGINE COVER ASSEMBLY                2026893C91
108    Navistar    ENGINE COVER ASSEMBLY FRONT                2026894C91
109    Navistar    ENGINE COVER ASSEMBLY REAR                 2026895C91
110    Navistar    ENGINE COVER ASSEMBLY LEVEL 3              2026896C91
111    Navistar    ENGINE  COVER ASSEMBLY LEVEL 1             2026897C1
112    Navistar    ENGINE COVER ASSEMBLY LEVEL 3              2026912C91
113    Navistar    ENGINE COVER ASSEMBLY LEVEL 3              2026913C91
114    Navistar    ENGINE COVER ASSEMBLY LEVEL 3              2026914C91
115    Navistar    ENGINE COVER ASSEMBLY LEVEL 3              2026915C91
116    Navistar    4500 HOOD ASSEMBLY W/LOGO COMP             2030592C91
117    Navistar    LH CAB SKIRT PANEL COMPLETE                2031142C1
118    Navistar    46-4900 HD W/SHUTTER TRIM COMP             2031849C1
119    Navistar    8100 HOOD ASSEMBLY COMPLETE                2033813C91
120    Navistar    8100 HOOD ASM W/CAB AIR COMP               2033814C91
121    Navistar    THOMAS BUS ASM W/O LATCH/LOGO              2034089C91
122    Navistar    LPX LH SPLASH PANEL                        2034763C1
123    Navistar    BATTERY BOX SERVICE COMPLETE               400614C2
124    Navistar    FAN SHROUD COMPLETE                        415824C1
125    Navistar    BATTERY BOX SERVICE MOLD                   415877C2
126    Navistar    BATTERY BOX SERVICE COMPLETE               424704C2
127    Navistar    4070 HEADLIGHT PNL RT COMPLETE             448689C1
128    Navistar    BATTERY BOX PAYSTAR COMPLETE               461568C3
129    GW Fibergla 80 x 112 REINF LT FT VERT ZBAR             483658C2
130    GW Fibergla 80 x 112 REINF RT FT VERT ZBAR             483659C1
131    Navistar    90x90 ENG COV CHEST BOT REAR               492612C2
132    Navistar    90x90 ENG COV CHEST COMP                   492621C2
133    Navistar    FENDER EXTENSION COMPLETE                  499488C2
134    Navistar    FENDER EXTENSION COMPLETE                  499489C2
135    Navistar    BATTERY BOX 9670 CAB OVER COMP             503225C1
136    Navistar    WINDSHIELD COWL COMPLETE                   556644C2
137    Navistar    9370 LT SPLASH PANEL COMPLETE              557488C2
138    Navistar    9370 LT SPLASH PANEL COMPLETE              557489C4
139    Navistar    9370 RT SPLASH PANEL COMPLETE              557490C2

                                                                                                                 PACKAGING
                                                                                                    ----------------------------
                                                                                                    1996*                  1996*
                                                                                                    SALES                  SALES
LINE                                                                           1995*      1996*     PRICE                  PRICE
NO.    CUSTOMER    DESCRIPTION                                PART NUMBER   QUANTITY   QUANTITY  PER UNIT  PART NUMBER  PER UNIT
140    Navistar    WINDOW TRIM RING BROWN COMP                557499C2
141    Navistar    WINDOW TRIM RING MOLD                      557499CA
142    Navistar    WINDOW TRIM RING BEIGE COMP                557500C2
143    Navistar    WINDOW TRIM RING BLUE COMP                 557501C2
144    Navistar    A PILLAR LEFT BROWN COMPLETE               557505C1
145    Navistar    A PILLAR RIGHT BROWN COMPLETE              557511C1
146    Navistar    A PILLAR RIGHT BEIGE COMPLETE              557512C1
147                92/9400 HOOD PRODUCT
148    Navistar    9200 HOOD ASS'Y COMPLETE                   3501142C91
149    Navistar    9200 SPLASH PANEL LEFT HAND                3502332C1
150    Navistar    9200 SPLASH PANEL RIGHT HAND               3502336C1
151    Navistar    9400 HOOD ASS'Y COMPLETE                   3501143C91
152    Navistar    92/9400 LH FENDER                          3502350C1
153    Navistar    92/9400 RH FENDER                          3502351C1
154    Navistar    9400 SPLASH PANEL LEFT HAND                3502324C1
155    Navistar    9400 SPLASH PANEL RIGHT HAND               3502328C1

156                HET FLAT FLOOR
157    Navistar    CONSOLE BOX ASSEMBLY                       2041836C91
158    Navistar    CONSOLE BOX ASSEMBLY                       2041838C91

* Confidential Treatment Has Been Granted

                                                                                                                 PACKAGING
                                                                                                    ----------------------------
                                                                                                    1996*                  1996*
                                                                                                    SALES                  SALES
LINE                                                                           1995*      1996*     PRICE                  PRICE
NO.    CUSTOMER    DESCRIPTION                                PART NUMBER   QUANTITY   QUANTITY  PER UNIT  PART NUMBER  PER UNIT
159                ADDITIONAL ITEMS
160    Navistar    9800 RH Front Cab Skirt                    2032937C1
161    Navistar    9800 RH Short Skirt Assy                   3501623C91
162    Navistar    9800 RH Long Cab Skirt w/Access            3501624C81
163    Navistar    SE Air Deflector Kit                       2042399C91
164    Navistar    8200/2600 Hood Assy Cab Air                350607C91
165    Navistar    8200/2600 Hood Assy Cab                    350714C81
166    Navistar    9400 Splash Panel LH                       3502326C1
167    Navistar    9400 Splash Panel LH Assy                  3502327C1
168    Navistar    9400 Splash Panel RH                       3502330C1
169    Navistar    9400 Splash Panel RH Assy                  3502331C1
170    Navistar    9200 Splash Panel LH                       3502334C1
171    Navistar    9200 Splash Panel LH Assy                  3502335C1
172    Navistar    9200 Splash Panel RH                       3502338C1
173    Navistar    9200 Splash Panel RH Assy                  3502339C1
174    Navistar    46/4900 Headlight Can LH Service           1695909C1
175    Navistar    46/4900 Headlight Can RH Service           1695910C1
176    Navsitar    SE Air Deflector RH Assy                   2042388C1
177    Navistar    A Pillar LH                                557508C1
178    Navistar    A Pillar RH                                557514C1
179    Navistar    8300 Service Crate                         1100907R91
180    Navistar    Sunshade Pack                              1100081R1
181    Navistar    92/9400 Hood Crate Assembly

Line number 94 is deleted and replaced with following:
94     Navistar    4500 LH Splash Panel Comp                  2015476C1

*Confidential Treatment Has Been Granted

EXHIBIT 10(d)

THIS AGREEMENT is made as of December 31, 1996, by and among Core Materials Corporation, a Delaware corporation (the "COMPANY"), Navistar International Transportation Corp., a Delaware corporation ("Navistar") and each of the other Persons who becomes a party to this Agreement after the date hereof pursuant to paragraphs 10(e) or 10(f) below. Certain capitalized terms used herein are defined in paragraph 9 below.

WHEREAS, RYMAC Mortgage Investment Corporation ("RYMAC") and Navistar are parties to an Asset Purchase Agreement dated as of September 12, 1996, as amended (the "PURCHASE AGREEMENT") pursuant to which Navistar has agreed to sell certain assets to the Company (as successor to RYMAC) subject to the terms and conditions therein.

WHEREAS, as part of the consideration for the sale of certain of its assets, the Company is issuing to Navistar certain shares of the Company's Common Stock, par value $.01 per share (the "COMMON STOCK"); and

WHEREAS, the execution and delivery of this Agreement is a condition to Navistar's obligation to sell certain assets to the Company pursuant to the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement intending to be legally bound, hereby agree as follows:

The parties hereto agree as follows:

1. DEMAND REGISTRATIONS.

(a) REQUESTS FOR REGISTRATION. The holders of at least 20% of the Investor Registrable Securities may at any time request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), and the holders of at least 20% of the Investor Registrable Securities may request registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS") if available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS". Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

(b) LONG-FORM REGISTRATIONS. The holders of Investor Registrable Securities shall be entitled to request 2 Long-Form Registrations. The Company shall pay all Registration Expenses for such Long-Form Registrations. Except as otherwise provided in this paragraph 1(b), (i) a registration shall not count as one of the permitted Long-Form Registrations until it has become effective and the holders of Investor Registrable Securities are able to register and sell at least 90% of the Investor Registrable Securities requested to be included in such registration; and (ii) the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations. The holders of Investor Registrable Securities may, before a Long-Form Registration becomes effective, withdraw their Registrable Securities from inclusion therein, should the terms of sale not be satisfactory to such holders. Should all such holders so withdraw, such Long-Form Registration shall be deemed to have been declared effective, unless such holders of Investor Registrable Securities pay within 30 days after any such withdrawal, their pro-rata share of all of the out-of-pocket expenses of the Company incurred in connection with such registration.

If so requested by the holders of at least a majority of the Investor Registrable Securities included in a Demand Registration, the public offering or distribution of Registrable Securities under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Company and approved by the holders of at least a majority of the Investor Registrable Securities included in such Demand Registration (which approval shall not be unreasonably withheld). The Company shall enter into the same underwriting agreement as entered into by the holders of Investor Registrable Securities, which shall contain representations, warranties, indemnities and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. The Company, as a condition to fulfilling its obligations under this Agreement, may require that such underwriting agreement contain customary provisions indemnifying the Company against any losses that arise out of or are based upon an untrue statement, an alleged untrue statement, an omission or an alleged omission in any registration statement or prospectus made in reliance upon and in conformity with written information furnished to the Company by the underwriters specifically for use in the preparation of such registration statement or prospectus.

(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form Registrations provided pursuant to paragraph 1(b), the holders of Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of the holders of at least 20% of the Investor Registrable Securities, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the "REQUIRED REGISTRATION"), the Company shall use its best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practical after

filing, and once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities have been sold pursuant to the Required Registration or (ii) the date as of which the holders of Investor Registrable Securities (assuming such holders are affiliates of the Company) are able to sell all of the Investor Registrable Securities then held by them within a ninety-day period in compliance with Rule 144 under the Securities Act (the "EFFECTIVE PERIOD"). The Company represents, warrants and covenants that it currently is, and shall remain at all times during the Effective Period, eligible to use Form S-2 under the Securities Act. Each party hereto hereby acknowledges that the Company is currently not eligible to effect a Required Registration for a primary offering, but is eligible to effect a Required Registration for a secondary offering.

(d) PRIORITY ON DEMAND REGISTRATIONS. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least 50% of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, first pro rata among the respective holders of the Investor Registrable Securities and then to the extent that any Other Registrable Securities can still be included, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and then to the extent that any securities which are not Registrable Securities can still be included, pro rata among the respective holders thereof on the basis of the amount of such securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in paragraph 5 hereof.

(e) RESTRICTIONS ON DEMAND REGISTRATIONS. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company shall be entitled to postpone, for a reasonable period of time not in excess of 90 days after its receipt of an initial request for a Demand Registration pursuant to this Agreement, the filing of any registration statement if at the time it received a request therefor, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries or affiliates; provided that the Company shall only be entitled to one postponement in any 365-day period. The Company shall give the holders of Investor Registrable Securities making such request written notice of such determination. In the event of such postponement, the Company shall file such Registration

Statement as soon as practicable after it shall determine, in its reasonable business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 2(e) or, if later, at the end of such 90-day period. If the Company shall postpone the filing of any registration statement, the holders of Investor Registrable Securities shall have the right to withdraw their request for such registration by giving notice to the Company within 15 days of the notice of postponement; provided, however, that in the event that the holders of Investor Registrable Securities withdraw their request in the foregoing manner, such request shall not be counted for purposes of determining the number of registrations to which the holders of Investor Registrable Securities are entitled pursuant to paragraph (a) above.

Notwithstanding the provisions of this paragraph 1, the Company shall not be required to effect more than two Long-Form Registrations or more than five Demand Registrations that have been filed pursuant to paragraph 1(a) above, were declared effective by the Commission and remained effective for the period set forth in paragraph 4(b) hereof.

(f) OTHER REGISTRATION RIGHTS. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of at least 50% of the Investor Registrable Securities; provided that the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Registrable Securities with respect to such Piggyback Registrations as provided in paragraphs 2(c) and 2(d) below.

2. PIGGYBACK REGISTRATIONS.

(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration) and the registration form to be used may be used for the registration of Registrable Securities (a "PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

(b) PIGGYBACK EXPENSES. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations.

(c) PRIORITY ON PIGGYBACK REGISTRATIONS. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, the Company shall include in such registration
(i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by each such holder, (iii) third, the Other

Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder.

(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by each such holder, (iii) third, the Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder.

(e) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Investor Registrable Securities included in such Piggyback Registration. Such approval shall not be unreasonably withheld or delayed.

(f) OTHER REGISTRATIONS. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to paragraph l or pursuant to this paragraph 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

3. HOLDBACK AGREEMENTS.

(a) Each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Investor Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.

(b) The Company (i) shall not effect any public sale or distribution of its equity securities,

or any securities convertible into or exchangeable or exercisable for such securities, during the ten days prior to and during the 180-day period beginning on the effective date of any (x) underwritten Demand Registration, (y) underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form) or
(z) post-effective amendment of a Required Registration pursuant to which an underwritten offering is to be effected, unless (in any such case) the underwriter managing the registered public offering otherwise agrees.

4. REGISTRATION PROCEDURES. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the reasonable review and comment of such counsel);

(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such longer period specified in paragraph 1(c) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, subject to the execution by any such person of a confidentiality agreement in form and substance reasonably satisfactory to the Company;

(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;

(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Investor Registrable Securities being sold reasonably request (provided that such Investor Registrable Securities constitute at least 10% of the securities covered by such registration statement); and

(o) use reasonable efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.

5. REGISTRATION EXPENSES.

(a) Subject to paragraph (b) below, all expenses incident to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company and fees and disbursements of all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company or the holders of Investor Registrable Securities (all such expenses being herein called "REGISTRATION EXPENSES"), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system.

(b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities included in such registration and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration.

(c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.

6. INDEMNIFICATION.

(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers, directors and partners, legal counsel, accountants and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including investigation costs and costs of defending same) caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same or any violation of federal or state securities laws, rules or regulations relating to actions or inactions required by such holder, its officers, directors or partners or any Person who controls such holder (within the meaning of the Securities Act) in connection with any such registration or qualification or (ii) any violation by the Company of the Securities Act or any regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, officers, directors and partners, and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including investigations and cost of defending same) resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder and stated to be specifically for use therein; provided that the obligation to indemnify shall be individual, not joint and several, for

each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, legal counsel, accountant, partner or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason.

(e) If the indemnification provided for in this paragraph 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Investor Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in paragraph 6 hereof. The Company's obligations under this Agreement with respect to each seller of Registrable Securities shall be conditioned upon such seller's compliance with the following:

(a) Such seller shall cooperate with the Company in connection with the preparation of the registration statement, and for so long as the Company is obligated to keep the registration statement effective, shall provide to the Company, in writing, for use in the registration statement, all information reasonably requested by the Company regarding such seller and such other information relating to such seller as may be necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency and effectiveness thereof, and to otherwise comply with all applicable requirements of law in connection therewith;

(b) during such time as such seller may be engaged in a distribution of Registrable Securities, such seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and pursuant thereto will, among other thing: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities owned by such seller solely in the manner described in the registration statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to and through whom the Registrable Securities owned by such seller may be offered, or to the offeree if an offer is made directly by such seller, such copies of the prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; and

(c) on notice from the Company of the happening of any of the events specified in paragraph 4(e) above, if it requires the suspension by such seller of the distribution of any of the Registrable Securities, then such seller shall cease offering or distributing the Registrable Securities until such time as the Company notifies such seller that offering and distribution of the Registrable Securities may recommence (which in any event shall be no later than immediately after the filing of the supplemented or amended prospectus contemplated by Section 4(e)).

8. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission that may permit the sale of Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a) make and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act;

(b) file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") at any time after it has become subject to such reporting requirements; and

(c) so long as a holder owns any Registrable Securities, furnish to the holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a holder may reasonably request in availing itself of any rule or regulation of the Securities and Exchange Commission allowing a holder to sell any such securities without registration.

9. DEFINITIONS.

"INVESTOR REGISTRABLE SECURITIES" means any shares of Common Stock held by Navistar and its affiliates and any other shares of Common Stock held by a person who is a party to this Agreement and are designated as such by Navistar.

"OTHER REGISTRABLE SECURITIES" means any shares of Common Stock held by a person who is a party to this Agreement that do not constitute Investor Registrable Securities.

"REGISTRABLE SECURITIES" means Investor Registrable Securities and Other Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Investor or Other Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force). For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder.

"SUBSIDIARY" means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in

the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such partnership, association or other business entity. For purposes hereof, reference to a "Subsidiary" of the Company shall be given effect only at such times as the Company has one or more Subsidiaries.

10. MISCELLANEOUS.

(a) NO INCONSISTENT AGREEMENTS. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall not take any action, or permit any change to occur, with respect to its securities which would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) REMEDIES. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the holders of Registrable Securities unless such modification, amendment or waiver is approved in writing by the Company and the holders of at least a majority of the Registrable Securities then in existence, which majority shall include a majority of the Investor Registrable Securities then in existence; provided that no such amendment or action which materially adversely affects any one holder of Registrable Securities, as such, vis-a-vis the other holders of Registrable Securities, as such, shall be effective against such holder without the prior written consent of such holder. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the

right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) ADDITIONAL PARTIES. The Board of Directors of the Company shall be entitled, but not obligated, to allow any purchaser of Common Stock (or securities or rights convertible or exercisable into Common Stock) to execute a counterpart to this Agreement and become a party hereto (each, an "ADDITIONAL PARTY"), in which case the Common Stock issued or issuable to any such Additional Party shall be deemed "Registrable Securities" for purposes of this Agreement. Except as set forth in this paragraph 10(e) and in paragraph 1(g), the Company will not grant to any other Persons any registration rights.

(f) SUCCESSORS AND ASSIGNS. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of the purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities. Notwithstanding the foregoing, (a) in order to obtain the benefit of this Agreement, any subsequent holder of Registrable Securities must execute a counterpart to this Agreement, thereby agreeing to be bound the terms hereof and (b) the right to designate "Investor Registrable Securities" is not assignable unless the person holding such right explicitly assigns such right to the assignee or transferee of all or a portion of its Registrable Securities.

(g) SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(h) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(j) GOVERNING LAW. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Ohio, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio. In furtherance of the foregoing, the internal law of the State of Ohio shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even though under

that jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

(k) NOTICES. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to holder of Registrable Securities at the address indicated on the books and records of the Company and to the Company at its principal executive office (to the attention of the Company's president) or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CORE MATERIALS CORPORATION

By:  /s/ Richard R. Conte
     ----------------------------------

Its:  President
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NAVISTAR INTERNATIONAL TRANSPORTATION CORP.

By:  /s/ Thomas M. Hough
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Its: Vice President and Treasurer
     ----------------------------------

EXHIBIT 10(l)

RYMAC MORTGAGE INVESTMENT CORPORATION
STOCK OPTION PLAN

1. PURPOSE.

1.1 General. The purpose of the RYMAC Mortgage Investment Corporation Stock Option Plan (the "Plan") is to secure for RYMAC Mortgage Investment Corporation, a Maryland corporation (the "Company") and its stockholders the benefits of the additional incentive inherent in the ownership of the Company's common stock, par value $0.01 per share (the "Common Stock"), by selected employees of the Company who are important to the success and growth of the business of the Company and to help the Company secure and retain the services of such persons.

1.2 Form of Awards. Awards under the Plan are in the form of stock options (the "Options"), all as more fully described herein. Options granted under the Plan are intended to be "nonqualified stock options" subject to the provisions of Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), and are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code.

2. COMPENSATION COMMITTEE.

2.1 Administration. The Plan shall be administered by a committee (the "Compensation Committee") of the Board of Directors of the Company (the "Board of Directors"), consisting of three or more directors, each of whom shall be a "disinterested person" (within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")); however, the mere fact that a Compensation Committee member shall fail to qualify under this requirement shall not invalidate any award made by the Compensation Committee which award is otherwise validly made under the Plan. The Compensation Committee shall have the power to authorize the issuance of the Company's Common Stock pursuant to the exercise of Options granted under the Plan. The members of the Compensation Committee shall be appointed, and may be removed at any time either with or without cause, by resolution adopted by the Board of Directors. Any vacancy on the Compensation Committee, whether due to action of the Board of Directors or due to any other cause, may be filled, and shall be filled if required to maintain a Compensation Committee of at least three members, by resolution adopted by the Board of Directors.

2.2 Procedures. The Compensation Committee shall select one of its members as Chairman and shall adopt such rules and regulations as it shall deem appropriate concerning the administration of the Plan. A majority of the whole Compensation Committee shall constitute a quorum, and the acts of a majority of the members of the Compensation Committee present at a meeting at which a quorum is present, or acts approved in writing by all of the members of the Compensation Committee, shall be the acts of the Compensation Committee.

2.3 Interpretation. The Compensation Committee shall have full power and authority to interpret the provisions of the Plan and agreements evidencing awards granted under the Plan, and to determine any and all questions arising under the Plan. The Compensation Committee's decisions shall be final and binding on all participants in the Plan.

2.4 Non-Uniform Determinations. The Compensation Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Compensation Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective award agreements as to (i) the persons to receive awards under the Plan, and (ii) the treatment of leaves of absence pursuant to Paragraph 7.3.

3. SHARES SUBJECT TO AWARDS.

3.1 Number of Shares. Subject to the provisions of Paragraph 11 (relating to adjustments upon changes in capitalization), the sum of (i) the number of shares of Common Stock subject at any one time to outstanding Options granted under the Plan and (ii) the number of shares of Common Stock theretofore issued or delivered pursuant to the exercise of Options granted under the Plan, shall not exceed 260,000. If and to the extent that Options granted under the Plan terminate, expire or are cancelled for any reason without such Options having been exercised, new awards may be granted under the Plan with respect to the shares of Common Stock covered by such terminated, expired or cancelled awards; provided that the granting and terms of such new awards shall in all respects comply with the provisions of the Plan.

3.2 Character of Shares. Shares of Common Stock deliverable upon the exercise of options granted under the Plan will be either newly issued or previously outstanding Common Stock held in the Company's treasury or Common Stock purchased on the open market or from shareholders by the Company for such purpose.

4. GRANT OF AWARDS.

The Compensation Committee shall determine, within the limitations of the Plan, the persons to whom awards are to be granted (each, an "Optionee"), the number of shares covered by such award and the Option exercise price, provided that the aggregate number of shares subject to Options granted under the Plan to any such Optionee in any calendar year shall not exceed 150,000, subject to the provisions of Paragraph 11. Each award granted under the Plan shall be evidenced by a written agreement between the Company and the Optionee substantially in the form attached as Exhibit A.

5. ELIGIBLE PARTICIPANTS.

Awards may be granted under the Plan to such officers, directors and executive, managerial or professional employees, and to any consultant of the Company ("key personnel") as the Committee shall from time to time in its sole discretion select; provided, however, that

directors who are not employees of the Company shall not be eligible to receive awards under the Plan.

For all purposes under the Plan (i) the time at which an award is granted, in the case of the grant of an award to an Optionee, shall be deemed to be the effective date of such grant, and (ii) a "prospective employee" shall be a person who holds an outstanding offer of employment on specific terms from the Company.

6. OPTION EXERCISE PRICE.

Subject to Paragraph 11 and the other provisions of this Paragraph 6, the Option exercise price of each share of Common Stock purchasable under any Option granted under the Plan shall be as set forth in the applicable award agreement. With respect to each grant of an Option made to an Optionee who on the date of such grant is a director of the Company, the Option exercise price of each share of Common Stock purchasable under such Option shall not be less than the fair market value of a share of Common Stock on the effective date of such grant.

7. EXERCISABILITY AND DURATION OF AWARDS.

7.1 Determination of Compensation Committee; Acceleration. Each award granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Compensation Committee shall specify in the award agreement; provided, however, that subsequent to the grant of an award, the Compensation Committee, at any time before the expiration of such award, may accelerate the time or times at which such award may be exercised in whole or in part.

7.2 Acceleration of Awards in Certain Circumstances.

(a) ACCELERATION FOR CHANGE OF CONTROL: Notwithstanding any contrary provision of the Plan, upon the occurrence of a Change of Control prior to the date on which an Option expires:

(i) Each Option which has not theretofore vested and become exercisable shall immediately vest and become exercisable; PROVIDED, HOWEVER, that no Option may be exercised until six months after the date of grant of such Option.

(ii) In the case of any Option which has vested and become exercisable solely as a result of a Change of Control due to approval by the shareholders of the Company of a Business Combination, any exercise by an Optionee shall be conditioned upon, and deemed to occur immediately prior to, consummation of the Business Combination; PROVIDED, HOWEVER, that, notwithstanding the provisions of this Section 7.2(a)(ii), an Optionee may at any time exercise any Option rights in accordance with the other provisions of this Plan.

(b) DEFINITION OF CHANGE OF CONTROL. A "Change of Control" shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either the then-outstanding Common Stock or the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; or

(ii) Individuals who, as of the date hereof, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; PROVIDED, HOWEVER, that if any individual becomes a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, then such individual shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation, a complete dissolution or liquidation of the Company, or the sale or other disposition of all or substantially all of the assets of the Company.

7.3 Automatic Termination. The unexercised portion of any award granted under the Plan shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(a) the expiration of ten years from the date on which such award was granted;

(b) the expiration of three months from the date of termination of the Optionee's employment (other than a termination described in subparagraph (c) or (d) below); provided, that if the Optionee shall die during such three-month period, the time of termination of the unexercised portion of any such award shall not be determined under this subparagraph (b);

(c) the expiration of six months following the issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Optionee, if the Optionee's death occurs either during his employment or during the three-month period following the date of termination of such employment (other than a termination described in subparagraph (d) below), but in no event later than one year after the Optionee's death;

(d) the termination of the Optionee's employment if such termination constitutes or is attributable to a breach by the Optionee of an employment or consulting agreement with the Company, or if the Optionee is discharged or his or her services are terminated for cause; or

(e) the expiration of such period of time or the occurrence of such event as the Compensation Committee in its discretion may provide upon the granting of such Option.

Any employment agreement approved or ratified by the Compensation Committee may modify the foregoing provisions of this Paragraph 7.3 (other than subparagraph (a) above). Subject to the terms of any such employment agreement, the Compensation Committee or the Board of Directors shall have the right to determine what constitutes cause for discharge or termination of services, whether the Optionee has been discharged or his or her services terminated for cause and the date of such discharge or termination of services and such determination of the Compensation Committee or the Board shall be final and conclusive. An Optionee shall be deemed to have terminated employment when he no longer is employed by the Company. The Compensation Committee may in its discretion determine (i) whether any leave of absence constitutes a termination of employment within the meaning of the Plan, and (ii) the impact, if any, of any such leave of absence on awards under the Plan theretofore made to an Optionee who takes such leave of absence. Except for purposes of Paragraph 5, references herein to an individual's employment as an employee of the Company shall include all periods during which such individual serves as a director of the Company, but is not otherwise a common law employee.

8. EXERCISE OF AWARDS; CERTAIN LEGAL AND OTHER RESTRICTIONS.

8.1 Exercise. Options granted under the Plan shall be exercised by the Optionee (or by his or her executors or administrators, as provided in Paragraph
9) as to all shares covered thereby, by the giving of written notice of exercise to the Company as to the number of Options to be exercised (and the number of shares of Common Stock to be thereby purchased), accompanied by payment of the full purchase price for any shares being purchased. Payment of such purchase price shall be made by check payable to the Company. Notice of exercise, accompanied by payment of the purchase price, shall be delivered to the Company at its principal business office or such other office as the Compensation Committee may from time to time direct, and shall be in such form, and containing such further provisions consistent with the provisions of the Plan, as the Compensation Committee may from time to time prescribe. The date of exercise shall be the date of the Company's receipt of such notice. The Company shall transfer the shares so purchased to the Optionee (or such other person exercising the Option pursuant to Paragraph 9) as soon as practicable, and within a reasonable time thereafter such transfer shall be evidenced on the books of the Company. No Optionee or other person exercising an Option shall have any of the rights of a stockholder of the Company with respect to shares subject to an Option granted under the Plan until due exercise and full payment has been made as provided above. No adjustment shall be made for cash dividends or other rights for which the record dates is prior to the date of such due exercise and full payment. In no event may any Option granted hereunder be exercised for a fraction of a share.

8.2 Withholding Tax. Whenever under the Plan shares of Common Stock are to be delivered upon exercise of an Option, the Company shall be entitled to require as a condition of delivery that the Optionee remit or, in appropriate cases, agree to remit when due an amount

sufficient to satisfy all current or estimated future federal, state and local withholding tax requirements relating thereto.

8.3 Restrictions on Delivery and Sale of Shares. Each Option granted under the Plan is subject to the condition that if at any time the Compensation Committee, in its discretion, shall determine that the listing, registration or qualification of the shares covered by such Option upon any securities exchange or under any state or federal law is necessary, or desirable as a condition of or in connection with, the granting of such Option or the purchase or delivery of shares thereunder, the delivery, of any or all shares pursuant to exercise of the Option may be withheld unless and until such listing, registration or qualification shall have been effected. If a registration statement is not in effect under the Securities Act of 1933 with respect to the shares of Common Stock purchasable under Options then-outstanding, the Compensation Committee may require, as a condition of exercise of any Option, that the Optionee represent in writing that the shares received upon exercise of the Option are being acquired for investment and not with a view to distribution and disposition except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act of 1933. The Company may endorse on certificates representing shares issued upon the exercise of an Option such legends referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate.

9. NON-TRANSFERABILITY OF AWARDS.

No award granted under the Plan or any right evidenced thereby shall be transferable by the Optionee other than by will or by the laws of descent and distribution, and an award may be exercised, during the lifetime of an Optionee, only by such Optionee. In the event of an Optionee's death during his or her employment by the Company, or during the three-month period following the date of termination of such employment, his or her award shall thereafter be exercisable by his or her executors or administrators in accordance with the provisions of Paragraph 7.3.

10. RIGHT TO TERMINATE EMPLOYMENT.

Nothing in the Plan or in any award granted under the Plan shall confer upon any Optionee the right to continue as an employee or a consultant of the Company or affect the right of the Company to terminate the Optionee's employment at any time, subject, however, to the provisions of any agreement of employment or consultancy between the Optionee and the Company.

11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

In the event of any stock split, dividend, distribution, combination, reclassification or recapitalization that changes the character or amount of the Company's outstanding Common Stock while any portion of any Option theretofore granted under the Plan is outstanding but unexercised, the Compensation Committee shall make such adjustments in the character and number of shares subject to such Option and in the Option exercise price as shall be equitable and appropriate in order to make the Option, as nearly as may be practicable, equivalent to such Option immediately prior to such change.

If any merger, consolidation or similar transaction affects the Common Stock subject to any unexercised award theretofore granted under the Plan, the Compensation Committee or any surviving or acquiring corporation shall take such action as is equitable and appropriate to substitute a new Option for such award or to assume such award in order to make such new or assumed award as nearly as may be practicable equivalent to the old award.

If any such change or transaction shall occur, the number and kind of shares for which awards may thereafter be granted under the Plan shall be adjusted to give effect thereto.

12. AMENDMENT, EXPIRATION AND TERMINATION OF THE PLAN.

12.1 General. Awards may be granted under the Plan at any time and from time to time prior to the tenth anniversary of the effective date of the Plan as set forth in Paragraph 13 of the Plan (the "Expiration Date"), on which date the Plan will expire except as to awards then-outstanding under the Plan. Such outstanding awards shall remain in effect until they have been exercised, terminated or have expired. The Plan may be terminated, modified or amended by the Board of Directors at any time prior to the Expiration Date, except that no such amendment shall impair any rights or obligations under any award theretofore made under the Plan without the consent of the person to whom such award was made.

12.2 Modification. No modification, extension, renewal or other change in any award granted under the Plan shall be made after the grant of such award, unless the same is consistent with the provisions of the Plan. With the consent of the Optionee and subject to the terms and conditions of the Plan (including Paragraph 12.1), the Compensation Committee may amend outstanding award agreements with any Optionee, including, without limitation, any amendment which would (i) accelerate the time or times at which the award may be exercised and/or (ii) extend the scheduled expiration date of the award. Without limiting the generality of the

foregoing, the Compensation Committee may, but solely with the Optionee's consent, agree to cancel any award under the Plan and issue a new award in substitution therefore provided that the award so substituted shall satisfy all of the requirements of the Plan as of the date such new award is made.

13. GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Maryland and the Code.

14. EFFECTIVE DATE OF PLAN. The Plan shall become effective on September 29, 1994, the date of its adoption by the Board of Directors.