FIRST AMENDMENT AGREEMENT

This FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 31st day of March, 2009 among:

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

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

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

WHEREAS, Borrowers, Agent and the Lenders are parties to that certain Credit Agreement, dated as of December 9, 2008, that provides, among other things, for loans and letters of credit aggregating Thirty-Four Million Eleven Thousand Fifty-Six and 15/100 Dollars ($34,011,056.15), all upon certain terms and conditions (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”);

WHEREAS, Borrowers, Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof and add certain provisions thereto;

WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, Borrowers, Agent and the Lenders agree as follows:

1. Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Applicable Margin”, “Base Rate”, “Commitment Period”, “Consolidated EBITDA”, “Consolidated Fixed Charges”, “Daily LIBOR Rate”, “Eurodollar Rate”, “Mexican Line Conversion Date” and “Project Completion Date” therefrom and to insert in place thereof, respectively, the following:

“Applicable Margin” means:

(a) for the period from the Closing Date through March 30, 2009, (i) one hundred seventy-five (175.00) basis points for Eurodollar Loans, (ii) one hundred seventy-five (175.00) basis points for Daily LIBOR Loans, and (iii) zero (0.00) basis points for Base Rate Loans;

(b) for the period from March 31, 2009 through August 31, 2009, (i) four hundred (400.00) basis points for Eurodollar Loans, (ii) four hundred (400.00) basis points for Daily LIBOR Loans, and (iii) three hundred (300.00) basis points for Base Rate Loans; and

(c) commencing with the Consolidated financial statements of Core Molding for the fiscal quarter ending June 30, 2009, the number of basis points (depending upon whether Loans are Eurodollar Loans, Daily LIBOR Loans or Base Rate Loans) set forth in the following matrix, based upon the result of the computation of the Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, shall be used to establish the number of basis points that will go into effect on September 1, 2009 and, thereafter, as set forth in each successive Compliance Certificate, as provided below:


	Applicable Basis	Applicable Basis	Applicable Basis
	Points for Daily	Points for	Points for
Leverage Ratio	LIBOR Loans	Eurodollar Loans	Base Rate Loans
Greater than 2.25 to 1.00	400.00	400.00	300.00

Less than or equal to 2.25 to 1.00	375.00	375.00	275.00

After September 1, 2009, changes to the Applicable Margin shall be effective on the first day of each fiscal quarter following the date upon which Agent should have received, pursuant to Section 5.3(a) hereof, the Consolidated financial statements of Core Molding (provided that, if the internal financial statements required by Section 5.3(a) hereof are not consistent with the audited financial statements required by Section 5.3(b) hereof, the Applicable Margin shall be retroactively adjusted upon receipt of the audited statements). The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof. Notwithstanding anything herein to the contrary, (i) during any period when Borrowers shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Margin shall be the highest rate per annum indicated in the above pricing grid for Loans of that type regardless of the Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to Agent in the Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (A) Borrowers shall immediately deliver to Agent a corrected Compliance Certificate for such Applicable Margin Period, (B) the Applicable Margin shall be determined based on such corrected Compliance Certificate, and (C) Borrowers shall immediately pay to Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Margin Period.

“Base Rate” means:

(a) other than as set forth in subsection (b) below, a rate per annum equal to the highest of (i) the Prime Rate, (ii) one-half of one percent (.50%) in excess of the Federal Funds Effective Rate, or (iii) two percent (2%) in excess of the Eurodollar Rate for loans with an Interest Period of one month; and

(b) with respect to the Mexican Loan, a rate per annum equal to the higher of (i) the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are reported therein), or (ii) two percent (2%) in excess of the Daily LIBOR Rate applicable to the Mexican Loan.

“Commitment Period” means (a) with respect to the Revolving Credit Commitment, the period from the Closing Date to Xxxxx 00, 0000, (x) with respect to the Capex Draw Commitment, the period from the Closing Date to the Capex Conversion Date, (c) with respect to the Mexican Loan Commitment, the period from the Closing Date to the Mexican Line Conversion Date, and (d) with respect to the IDRB Letter of Credit Commitment, the period from the Closing Date to April 17, 2014, or, in the case of each (a), (b), (c) and (d), such earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof.

“Consolidated EBITDA” means, for any period, as determined on a Consolidated basis and in accordance with GAAP, (a) Consolidated Net Earnings for such period plus, without duplication, the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Charges, (iv) reasonable non-recurring non-cash losses not incurred in the ordinary course of business, (v) non-cash compensation expenses recognized under Statement of Financial Accounting Standards 123R in connection with Core Molding’s equity incentive stock option plan and restricted stock grants; and (vi) transition and relocation costs incurred in construction of the Mexican Project (up to an aggregate amount not to exceed Three Million Two Hundred Thousand Dollars ($3,200,000) from September 1, 2008 through July 31, 2009); minus, (b) to the extent included in Consolidated Net Earnings for such period, non-recurring gains not incurred in the ordinary course of business.

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

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

(a) with respect to a Daily LIBOR Loan that is a Revolving Loan or a Swing Loan, a rate per annum equal to the greater of (i) the per annum rate of interest (rounded upwards, if necessary, to the nearest 1/16^th of 1%) at which, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Daily Interest Period, Dollar deposits in immediately available funds in an amount comparable to such Loan and with a maturity of one day are offered to the prime banks by leading banks in the London interbank market, and (ii) one and one-half percent (1.50%); and

(b) with respect to a Daily LIBOR Loan that is the Mexican Loan, a rate per annum equal to the greater of (i) the per annum the rate of interest, as of approximately 11:00 A.M. (London time) two Business Days prior to such date as the rate in the London interbank market for Dollar deposits in immediately available funds in an amount comparable to such Loan and with a maturity of one day are offered to the prime banks by leading banks in the London interbank market, and (ii) one and one-half percent (1.50%).

“Eurodollar Rate” means, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the greater of (a) the quotient obtained by dividing (i) the rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed on British Bankers Association Interest Rate LIBOR 01 or 02 as provided by Reuters or Bloomberg (or, if for any reason such rate is unavailable from Reuters or Bloomberg, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters or Bloomberg) as the rate in the London interbank market for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate quotation is not available for any reason, then the Eurodollar Rate shall be the average of the per annum rates at which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s discretion) by prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), two Business Days prior to the beginning of the relevant Interest Period pertaining to such Eurodollar Loan; by (ii) 1.00 minus the Reserve Percentage, and (b) one and one-half percent (1.50%).

“Mexican Line Conversion Date” means August 15, 2009.

“Project Completion Date” means August 15, 2009, subject to extension pursuant to Section 5.28(a) hereof.

2. Amendment to Permitted Foreign Subsidiary Loans and Investments Definition. The Permitted Foreign Subsidiary Loans and Investments definition is hereby amended to delete subpart (d) therefrom and to insert in place thereof the following:

(d) any investment or loan by Core Molding or a Domestic Subsidiary in or to, or guaranty (excluding the guaranty set forth in Article X hereof) from Core Molding or a Domestic Subsidiary of Indebtedness of, Core Mexico, made after the Closing Date, (i) for the period from the Closing Date through December 31, 2009, up to the aggregate amount not to exceed Twelve Million Dollars ($12,000,000) at any time outstanding, and (ii) in addition, so long as Core Mexico shall have fully drawn the Mexican Loan prior to the Mexican Line Conversion Date and the Mexican Loan is not prepaid (excluding scheduled principal payments), during each fiscal year of Core Molding commencing after December 31, 2009, Core Molding may increase the aggregate amount outstanding by up to Three Million Dollars ($3,000,000) per year;

3. Additions to Definitions. Article I of the Credit Agreement is hereby amended to add the following new definitions thereto:

“First Amendment Effective Date” means March 31, 2009.

4. Amendment to IDRB Letter of Credit. Section 2.6(c) of the Credit Agreement is hereby amended to delete subparts (i) and (ii) therefrom and to insert in place thereof, respectively, the following:

(i) pay to Agent, for the pro rata benefit of the Lenders, a non-refundable letter of credit fee from the Closing Date through the last day of the Commitment Period applicable to the IDRB Letter of Credit, which shall be paid monthly in arrears, on each Regularly Scheduled Payment Date, at a rate per annum equal to (A) (i) for the period from the Closing Date through April 16, 2009, seventy-five (75.00) basis points, and (2) on April 17, 2009 and thereafter, three hundred (300.00) basis points, multiplied by (B) the IDRB Letter of Credit Commitment, as such amount is reduced on a quarterly basis in accordance with the terms of the IDRB Documents;

(ii) [Reserved]; and

5. Amendment to Interest. Section 2.7 of the Credit Agreement is hereby amended to delete subsections (c) and (g) therefrom and to insert in place thereof, respectively, the following:

(i) Base Rate Loan. With respect to any portion of the Term Loan that is a Base Rate Loan, Core Molding shall pay interest on the unpaid principal amount thereof outstanding from time to time from the date thereof until paid, commencing April 1, 2009, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof, at a rate per annum equal to three hundred (300.00) basis points in excess of the Base Rate from time to time in effect.

(ii) Eurodollar Loans. With respect to any portion of the Term Loan that is a Eurodollar Loan, Core Molding shall pay interest on the unpaid principal amount of such Eurodollar Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at a rate per annum equal to four hundred (400.00) basis points in excess of the Eurodollar Rate). Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period. Notwithstanding anything in this Agreement to the contrary, all Eurodollar Loans that are a portion of the Term Loan shall have an Interest Period of one month.

(g) [Reserved.]

6. Amendment to Post-Closing Conditions. Section 4.3 of the Credit Agreement is hereby amended to delete subsection (d) therefrom and to insert in place thereof the following:

(d) Title Insurance for the Mexican Real Property. No later than April 13, 2009, with respect to the Mexican Real Property, Borrowers shall have delivered to Agent copies of the title insurance, in form and substance satisfactory to Agent, obtained by Core Mexico on the acquisition of the land for the Mexican Project and original insurance certificate appointing Agent, for the benefit of the Lenders, as first loss payee thereunder.

7. Amendment to Financial Covenants. Section 5.7 of the Credit Agreement is hereby amended to delete subsection (a) therefrom and to insert in place thereof the following:

(a) Leverage Ratio. Borrowers shall not suffer or permit at any time the Leverage Ratio to exceed (i) 3.00 to 1.00 on the Closing Date through June 29, 2009, (ii) 3.20 to 1.00 on June 30, 2009 through September 29, 2009, (iii) 3.40 to 1.00 on September 30, 2009 through December 30, 2009, (iv) 3.20 to 1.00 on December 31, 2009 through March 30, 2010, and (v) 3.00 to 1.00 on March 31, 2010 and thereafter.

8. Closing Deliveries. Concurrently with the execution of this Amendment, Borrowers shall:

(a) execute and deliver to Agent, for its sole benefit, the First Amendment Agent Fee Letter, and pay to Agent the fees stated therein;

(b) cause each Guarantor of Payment to execute the attached Guarantor Acknowledgement and Agreement; and

9. Representations and Warranties. Borrowers hereby represent and warrant to Agent and the Lenders that (a) Borrowers have the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrowers and the performance and observance by Borrowers of the provisions hereof do not violate or conflict with the Organizational Documents of Borrowers or any law applicable to Borrowers or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against Borrowers; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the First Amendment Effective Date as if made on the First Amendment Effective Date, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true an correct in all material respects as of such earlier date); (f) Borrowers are not aware of any claim or offset against, or defense or counterclaim to, Borrowers’ obligations or liabilities under the Credit Agreement or any Related Writing; and (g) this Amendment constitutes a valid and binding obligation of Borrowers in every respect, enforceable in accordance with its terms.

10. No Course of Dealing. Borrowers acknowledge and agree that this Amendment is not intended, nor shall it, establish any course of dealing with respect to the various provisions amended herein, or otherwise, among Borrowers, Agent and the Lenders that is inconsistent with the express terms of the Loan Documents.

11. Waiver and Release. Borrowers, by signing below, hereby waive and release Agent and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims of which Borrowers are aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

12. References to Credit Agreement and Ratification. Each reference that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Related Writing.

13. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

14. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

15. Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

16. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws.

[Remainder of page intentionally left blank.]

11447982.8

JURY TRIAL WAIVER. BORROWERS, AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT’S OR ANY LENDER’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERS, AGENT AND THE LENDERS.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Columbus, Ohio as of the date first set forth above.


CORE MOLDING TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title: Chief Financial Officer and Vice President
CORECOMPOSITES DE MEXICO, S. DE X.X. DE C.V.
By: /s/Xxxxxx X. Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title:Attorney-in-fact
KEYBANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
Name:Xxxxx X. Xxxxxxxx
Title: Senior Vice President

ACKNOWLEDGMENT AND AGREEMENT

The undersigned consent and agree to and acknowledge the terms of the foregoing First Amendment Agreement dated as of March 31, 2009. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.

The undersigned hereby waive and release Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE ABILITY OF AGENT AND LENDERS TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER, AGENT AND LENDERS.


CORE COMPOSITES CINCINNATI, LLC By/ Xxxxxx X. Xxxx, Xx.		CORE COMPOSITES CORPORATION By: / Xxxxxx X. Xxxx, Xx.

Name: Xxxxxx X. Xxxx, Xx. Title: Chief Financial Officer and Vice President		Name: Xxxxxx X. Xxxx, Xx. Title: Chief Financial Officer and Vice President
		CORE AUTOMOTIVE TECHNOLOGIES LLC By: Core Molding Technologies, Inc., Its sole member By/ Xxxxxx X. Xxxx, Xx.

		Name: Xxxxxx X. Xxxx, Xx. Title: Chief Financial Officer and Vice President

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FIRST AMENDMENT AGREEMENT

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