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EXHIBIT 10-B
(Certain confidential portions of this Exhibit have been omitted, as indicated
by an * on the margin or in the text, and filed with the Commission)
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 ____________________ and terminating _____________
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.
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.
[ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
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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 1, 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.
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.
[ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
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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
or 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.
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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.
[ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
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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 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.
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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.
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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.
[ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
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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 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.
[ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
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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.
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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.
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NAVISTAR INTERNATIONAL CORE MATERIALS
TRANSPORTATION CORP. CORPORATION
---------------------------
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Name Name
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Title Title
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Date Date
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CORE MATERIALS CORPORATION
Exhibit A
CURRENT CONTRACT PRICES
PACKAGING
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1995 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 [ * ] [ * ] [ * ] [ * ]
0 Xxxxxxxx XXX XXXX XXX XXX XXXXXXXX 0000000X00 [ * ] [ * ] [ * ] [ * ]
0 Xxxxxxxx XXXXXXX XXX XXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
4 Navistar A/D CAB SIDE LT W/TUNNEL COMP 1616354C1 [ * ] [ * ] [ * ] [ * ]
5 Navistar A/D CAB SIDE RT W/TUNNEL COMP 1616855C1 [ * ] [ * ] [ * ] [ * ]
6 Navistar 9670 AIR DEFL BULK PACK COMP 1817278C1 [ * ] [ * ] [ * ] 1100047R1 [ * ]
7 Navistar 9670 AIR DEFL BULK PACK COMP 1817278C2 [ * ] [ * ] [ * ] 1100047R1 [ * ]
8 Navistar 9370 AIR DEFL BULK PACK COMP 0000000X0 [ * ] [ * ] [ * ] 1100047R1 [ * ]
9 Navistar XX XXXXXX XXX XXX/XXX XXXXXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
00 Xxxxxxxx XX XXXXXX XXX XXX/XXX XXXXXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
11 Navistar 9370 AIR DEFLECTOR COMPLETE 1647462C1 [ * ] [ * ] [ * ] [ * ]
12 Navistar LT SPLASH PNL 8-SERIES W/HOLES 1647988C2 [ * ] [ * ] [ * ] [ * ]
00 Xxxxxxxx XX XXXXXX XXX X-XXXXXX X/XXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
14 Navistar 80 X 100 HOOD COMPLETE 1648017C1 [ * ] [ * ] [ * ] 1100000R1 [ * ]
00 Xxxxxxxx XXX XXXXXXXXX XXXXXX XXX XXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
16 Navistar AIR DEFLECTOR LEFT EXT COMP 0000000X0 [ * ] [ * ] [ * ] [ * ]
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 [ * ] [ * ] [ * ] [ * ]
00 Xxxxxxxx XX XXXX XXXXX XXXXXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
23 Navistar LT SIDE PANEL COMPLETE 1652445C1 [ * ] [ * ] [ * ] [ * ]
00 Xxxxxxxx XX XXXX XXXXX XXXXXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
25 Navistar 9670 SUNSHADE COMPLETE 1652484C1 [ * ] [ * ] [ * ] [ * ]
26 Navistar 9670 AIR DEFLECTOR COMPLETE 1653218C1 [ * ] [ * ] [ * ] [ * ]
27 Navistar 9670 AIR DEFLECTOR COMPLETE 1655018C1 [ * ] [ * ] [ * ] [ * ]
28 Navistar 8300 FRONT ENGINE COVER MOLD 1656783C4 [ * ] [ * ] [ * ] [ * ]
29 Navistar REAR ENGINE COVER MOLD 1656787C2 [ * ] [ * ] [ * ] [ * ]
30 Navistar ENGINE COVER ASSEMBLY REAR 1656766C92 [ * ] [ * ] [ * ] [ * ]
31 Navistar FRONT ENGINE COVER MOLD 1656789C1 [ * ] [ * ] [ * ] [ * ]
32 Navistar ENGINE COVER ASSEMBLY FRONT 1658790C91 [ * ] [ * ] [ * ] [ * ]
33 Navistar REAR ENGINE COVER MOLD 0000000X0 [ * ] [ * ] [ * ] [ * ]
34 Navistar ENGINE COVER ASSEMBLY REAR 1656792C91 [ * ] [ * ] [ * ] [ * ]
35 Navistar 48-4900 HOOD SKIN MOLDED 1657741C1 [ * ] [ * ] [ * ] [ * ]
36 Navistar 48-4900 Lt Fender Ext Complete 166774703 [ * ] [ * ] [ * ] [ * ]
37 Navistar 48-4900 Rt Fender Ext Complete 1657748C3 [ * ] [ * ] [ * ] [ * ]
38 Navistar 71-8100 LT FENDER EXT COMPLETE 1657761C4 [ * ] [ * ] [ * ] [ * ]
39 Navistar 71-8100 RT FENDER EXT COMPLETE 0000000X0 [ * ] [ * ] [ * ] [ * ]
40 Navistar 48-4900 LT SPLASH PANEL COMP 1657783C2 [ * ] [ * ] [ * ] [ * ]
41 Navistar 46-4900 RT SPLASH PANEL MOLD 0000000X0 [ * ] [ * ] [ * ] [ * ]
42 Navistar 71-6100 LT SPLASH PANEL MOLD 1657765C2 [ * ] [ * ] [ * ] [ * ]
43 Navistar 71-6100 RT SPLASH PANEL MOLD 1657766C2 [ * ] [ * ] [ * ] [ * ]
44 Navistar AIR DEFL COVER PLATE COMPLETE 1656122C1 [ * ] [ * ] [ * ] [ * ]
45 GW Fibergla 80 X 112 CENTER REAR REINF 1658888C1 [ * ] [ * ] [ * ] [ * ]
46 GW Fibergla 80 x 112 CTR RR. ASSY FOR GW 1658888C91 [ * ] [ * ] [ * ] [ * ]
47 GW Fibergla 80 X 112 LEFT REAR REINF 1658887C2 [ * ] [ * ] [ * ] [ * ]
48 GW Fibergla 80 X 112 RIGHT REAR REINF 1658888C2 [ * ] [ * ] [ * ] [ * ]
49 GW Fibergla 80 X 112 CENTER REINF 1658871C2 [ * ] [ * ] [ * ] [ * ]
50 Navistar 80 X 112 HOOD ASSEMBLY COMP 1658875C8 [ * ] [ * ] [ * ] [ * ]
51 Navistar 80 X 90 HOOD COMPLETE 1658745C1 [ * ] [ * ] [ * ] 1100003R1 [ * ]
52 Navistar 80 X 100 BTFLY HOOD COMPLETE 1659041C92 [ * ] [ * ] [ * ] 1100000R1 [ * ]
00 Xxxxxxxx 00 X 00 XXXX XXXXXXXX 0000000X0 [ * ] [ * ] [ * ] 1100003R1 [ * ]
54 Navistar 48-4900 HOOD COMPLETE 1650021C1 [ * ] [ * ] [ * ] 0000000X0 [ * ]
55 Navistar SCHOOL BUS ENGINE COVER COMP 1650049C2 [ * ] [ * ] [ * ] [ * ]
56 Navistar 71-8100 HOOD COMPLETE 1651723C1 [ * ] [ * ] [ * ] [ * ]
57 Navistar 48-4900 F/Grille Hood Complete 1654204C2 [ * ] [ * ] [ * ] 1100058R1 [ * ]
58 Navistar LOWER GRILLE PANEL COMPLETE 1654205C1 [ * ] [ * ] [ * ] 1100084R1 [ * ]
59 Navistar 46-4900 HATCH HOOD COMPLETE 1655119C1 [ * ] [ * ] [ * ] [ * ]
60 Navistar ENGINE COVER ASSEMBLY REAR 1658028C91 [ * ] [ * ] [ * ] 0000000X0 [ * ]
61 Navistar ENGINE COVER COMPLETE 1658027C1 [ * ] [ * ] [ * ] [ * ]
62 Navistar 9400 AIR DEFLECTOR COMPLETE 1658880C1 [ * ] [ * ] [ * ] [ * ]
63 Navistar 9400 SUNSHADE COMPLETE 0000000X0 [ * ] [ * ] [ * ] [ * ]
64 Navistar 9700 LT FRONT CAB SKIRT COMP 1658823C2 [ * ] [ * ] [ * ] [ * ]
65 Navistar 9700 RT FRONT CAB SKIRT COMP 1658825C2 [ * ] [ * ] [ * ] [ * ]
66 Navistar 9700 LT SHORT CAB SKIRT COMP 1658827C3 [ * ] [ * ] [ * ] [ * ]
67 Navistar 9700 RT SHORT CAB SKIRT COMP 1658828C3 [ * ] [ * ] [ * ] [ * ]
68 Navistar 9700 LT LONG CAB SKIRT COMP 0000000X0 [ * ] [ * ] [ * ] [ * ]
69 Navistar 9700 RT LONG CAB SKIRT COMP 1658833C3 [ * ] [ * ] [ * ] [ * ]
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13
CORE MATERIALS CORPORATION
Exhibit A
CURRENT CONTRACT PRICES
PACKAGING
-------------------------
1995 1996
SALES SALES
LINE 1995 1996 PRICE PRICE
NO. CUSTOMER DESCRIPTION PART NUMBER QUANTITY QUANTITY PER UNIT PART NUMBER PER UNIT
70 Navistar COVER BATTERY BOX (S.E.) 1689645C2 [ * ] [ * ] [ * ] [ * ]
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 1666657C1 [ * ] [ * ] [ * ] [ * ]
75 Navistar XXXXXX 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 [ * ]
00 Xxxxxxxx 00 X 112 OBF BIG HATCH SERVICE 1696055C91 [ * ] [ * ] [ * ] 1100002R1 [ * ]
81 Navistar 80 X 112 BTFLY HOOD ASSEMBLY 2002001C91 [ * ] [ * ] [ * ] 1100002R1 [ * ]
00 Xxxxxxxx 00 X 112 OBF BIG HATCH COMP 2002001C93 [ * ] [ * ] [ * ] [ * ]
83 Navistar ENGINE COVER, FRONT 2009847C1 [ * ] [ * ] [ * ] [ * ]
84 Navistar ENGINE COVER ASSEMBLY 2009848C91 [ * ] [ * ] [ * ] [ * ]
85 Navistar COVER, ENGINE, REAR 2009860C1 [ * ] [ * ] [ * ] [ * ]
86 Navistar ENGINE COVER ASSEMBLY REAR 2008851C91 [ * ] [ * ] [ * ] [ * ]
87 Navistar 8200 HOOD 4/RAD ASM COMPLETE 2010717C91 [ * ] [ * ] [ * ] [ * ]
88 Navistar 8100 HOOD W/91L10 PACKAGE 2012728C91 [ * ] [ * ] [ * ] [ * ]
89 Navistar WINDSHIELD COWL COMPLETE 0000000X0 [ * ] [ * ] [ * ] [ * ]
90 Navistar 4500 LH XXXXXX XXXXXX XXX XXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
91 Navistar 4700 LPX XX XXXXXX ROUTED 2016474C2 [ * ] [ * ] [ * ] [ * ]
92 Navistar 4500 RH XXXXXX XXXXXX XXX XXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
93 Navistar 4700 LPX XX XXXXXX ROUTED 2015475C2 [ * ] [ * ] [ * ] [ * ]
94 Navistar 4500 LH SPLASH PANEL COMP 2015478C1 [ * ] [ * ] [ * ] [ * ]
95 Navistar 4500 RH SPLASH PANEL COMP 2016477C1 [ * ] [ * ] [ * ] [ * ]
96 Navistar 8300 XX XXXX ASSY COMPLETE 2017424C91 [ * ] [ * ] [ * ] [ * ]
97 Navistar 8200 YF 4/RAD HOOD W/ACC DOOR 2018592C81 [ * ] [ * ] [ * ] [ * ]
00 Xxxxxxxx XX XXXXXXX XXX XXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
99 Navistar 46-4800 HOOD ASSEMBLY COMP 202377BC1 [ * ] [ * ] [ * ] [ * ]
100 Navistar 46-4800 F/GRILLE HOOD ASM COMP 20237B4C1 [ * ] [ * ] [ * ] [ * ]
101 Navistar 46-4900 HATCH HOOD ASM COMP 2023785C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XX MED DUTY A/D ASSEMBLY COMP 2024955C82 [ * ] [ * ] [ * ] 1100028R1 [ * ]
103 Navistar SE XX XXXXXX PANEL COMPLETE 2024982C1 [ * ] [ * ] [ * ] [ * ]
104 Navistar SE XX XXXXXX PANEL COMPLETE 2024983C1 [ * ] [ * ] [ * ] [ * ]
105 Navistar 80 X 112 CAB AIR HOOD ASM COMP 202588SC91 [ * ] [ * ] [ * ] [ * ]
106 Navistar 9370 RT SPLASH PANEL COMPLETE 2025741C2 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXX ENGINE COVER ASSEMBLY 2028893C91 [ * ] [ * ] [ * ] [ * ]
108 Navistar ENGINE COVER ASSEMBLY FRONT 2028894C91 [ * ] [ * ] [ * ] [ * ]
109 Navistar ENGINE COVER ASSEMBLY REAR 2028895C91 [ * ] [ * ] [ * ] [ * ]
110 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X00 [ * ] [ * ] [ * ] [ * ]
111 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X0 [ * ] [ * ] [ * ] [ * ]
112 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X00 [ * ] [ * ] [ * ] [ * ]
113 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X00 [ * ] [ * ] [ * ] [ * ]
114 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X00 [ * ] [ * ] [ * ] [ * ]
115 Navistar ENGINE COVER ASSEMBLY XXXXX 0 0000000X00 [ * ] [ * ] [ * ] [ * ]
116 Navistar 4500 HOOD ASSEMBLY W/LOGO COMP 2030582C91 [ * ] [ * ] [ * ] [ * ]
117 Navistar LM 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 XXXXXX BUS ASM W/O LATCH/LOGO 2034089C91 [ * ] [ * ] [ * ] [ * ]
122 Navistar LPX LH SPLASH PANEL 2034763C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXX XXXXXXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
124 Navistar FAN SHROUD COMPLETE 416824C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXX XXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXX XXXXXXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
127 Navistar 4070 HEADLIGHT PNL RT COMPLETE 448889C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXX XXXXXXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
129 GW Fibergla 8O X 112 REINF LT FT VERT ZBAR 483658C2 [ * ] [ * ] [ * ] [ * ]
130 GW Fibergla 8O X 112 REINF RT FT VERT ZBAR 483659C1 [ * ] [ * ] [ * ] [ * ]
131 Navistar 8OX9D ENG COV CHEST BOT REAR 492612C2 [ * ] [ * ] [ * ] [ * ]
132 Navistar 90X90 ENG COV CHEST COMP 492621C2 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXX XXXXXXXXX XXXXXXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXX XXXXXXXXX XXXXXXXX 000000X0 [ * ] [ * ] [ * ] [ * ]
135 Navistar BATTERY BOX 9670 CAB OVER COMP 503225C1 [ * ] [ * ] [ * ] [ * ]
136 Navistar WINDSHIELD COWL COMPLETE 566644C2 [ * ] [ * ] [ * ] [ * ]
137 Navistar 9370 LT SPLASH PANEL COMPLETE 557488C2 [ * ] [ * ] [ * ] [ * ]
138 Navistar 9370 LT SPLASH PANEL COMPLETE 557489C4 [ * ] [ * ] [ * ] [ * ]
139 Navistar 9370 RT SPLASH PANEL COMPLETE 557490C2 [ * ] [ * ] [ * ] [ * ]
NPRICE1.XLS/9/11/96
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14
CORE MATERIALS CORPORATION
Exhibit A
CURRENT CONTRACT PRICES
PACKAGING
-------------------------
1995 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 XXXXX COMP 557499C2 [ * ] [ * ] [ * ] [ * ]
141 Navistar WINDOW TRIM RING MOLD 557499CA [ * ] [ * ] [ * ] [ * ]
142 Navistar WINDOW TRIM RING BEIGE COMP 557500C2 [ * ] [ * ] [ * ] [ * ]
143 Navistar WINDOW TRIM RING BLUE COMP 557601C2 [ * ] [ * ] [ * ] [ * ]
144 Navistar A PILLAR LEFT XXXXX COMPLETE 567606C1 [ * ] [ * ] [ * ] [ * ]
145 Navistar A PILLAR RIGHT XXXXX COMPLETE 667611C1 [ * ] [ * ] [ * ] [ * ]
146 Navistar A PILLAR RIGHT BEIGE COMPLETE 667612C1 [ * ] [ * ] [ * ] [ * ]
147 92/9400 HOOD PRODUCT [ * ] [ * ] [ * ] [ * ]
148 Navistar 9200 HOOD ASSY COMPLETE 3501142C91 [ * ] [ * ] [ * ] [ * ]
149 Navistar 9200 SPLASH PANEL LEFT HAND 3502332C1 [ * ] [ * ] [ * ] [ * ]
150 Navistar 9200 SPLASH PANEL RIGHT HAND 3502338C1 [ * ] [ * ] [ * ] [ * ]
151 Navistar 9400 HOOD ASSY COMPLETE 3501143C81 [ * ] [ * ] [ * ] [ * ]
152 Navistar 92/9400 XX XXXXXX 3502350C1 [ * ] [ * ] [ * ] [ * ]
153 Navistar 92/9400 XX XXXXXX 0000000X0 [ * ] [ * ] [ * ] [ * ]
154 Navistar 9400 SPLASH PANEL LEFT HAND 3502324C1 [ * ] [ * ] [ * ] [ * ]
155 Navistar 9400 SPLASH PANEL RIGHT HAND 0000000X0 [ * ] [ * ] [ * ] [ * ]
000 XXX XXXX XXXXX [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXXX 0000000X00 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XXXXXXX XXX XXXXXXXX 0000000X00 [ * ] [ * ] [ * ] [ * ]
159 ADDITIONAL ITEMS
160 Navistar 9800 RH Front Cab Sldit 2032937C1 [ * ] [ * ] [ * ] [ * ]
161 Navistar 9800 RH Short Sldrt Assy 3501623C9 [ * ] [ * ] [ * ] [ * ]
162 Navistar 9800 XX Xxxx Cab Skirt w/Access 3501624C81 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx XX Air Deflector Kit 2042399C91 [ * ] [ * ] [ * ] [ * ]
164 Navistar 8200/2600 Hood Assy Cab Air 3506070C91 [ * ] [ * ] [ * ] [ * ]
165 Navistar 8200/2600 Hood Assy Cab 3507143C81 [ * ] [ * ] [ * ] [ * ]
166 Navistar 9400 Splash Panel LH 3502326C1 [ * ] [ * ] [ * ] [ * ]
167 Navistar 9400 Splash Panel LH Assy 3502327C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx 0000 Xxxxxx Xxxxx XX 0000000X0 [ * ] [ * ] [ * ] [ * ]
169 Navistar 9400 Splash Panel RH Assy 3502331C1 [ * ] [ * ] [ * ] [ * ]
170 Navistar 9200 Splash Panel LH 3502334C1 [ * ] [ * ] [ * ] [ * ]
171 Navistar 9200 Splash Panel LH Assy 3502335C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx 0000 Xxxxxx Xxxxx XX 0000000X0 [ * ] [ * ] [ * ] [ * ]
173 Navistar 9200 Splash Panel RH Assy 3502339C1 [ * ] [ * ] [ * ] [ * ]
174 Navistar 48/4900 Headlight Can LH Service 1695909C1 [ * ] [ * ] [ * ] [ * ]
175 Navistar 48/4900 Headlight Can RH Service 1695910C1 [ * ] [ * ] [ * ] [ * ]
176 Navistar SE Air Deflector RH Assy 2042388C1 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx X Xxxxxx XX 000000X0 [ * ] [ * ] [ * ] [ * ]
000 Xxxxxxxx X Xxxxxx XX 000000X0 [ * ] [ * ] [ * ] [ * ]
179 Navistar 8300 Service Crate 1100907R91 [ * ] [ * ] [ * ] [ * ]
180 Navistar Sunshade Pack 1100081R1 [ * ] [ * ] [ * ] [ * ]
181 Navistar 92/9400 Hood Crate Assembly [ * ] [ * ] [ * ] 1100993R91 [ * ]
NPRICE1.XLA/9/11/96
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