Exhibit 10(a)(5)
International Truck & Engine Corporation
4201 Winfield Road
Warrenville, IL 60555
(630) 753-5000
December 29, 2003
Core Molding Technologies, Inc.
800 Manor Park Drive
Columbus, Ohio 43228
Attention: Herman F. Dick, Jr.
RE: PAYOFF OF THAT CERTAIN SECURED PROMISSORY NOTE DATED AS OF DECEMBER
31, 1996, AS THEREBY AMENDED FROM TIME TO TIME (COLLECTIVELY REFERRED
TO AS THE "SECURED NOTE"), IN THE ORIGINAL PRINCIPAL AMOUNT OF
$25,504,000, ISSUED BY CORE MOLDING TECHNOLOGIES, INC. (F/K/A CORE
MATERIALS CORPORATION), A DELAWARE CORPORATION ("CORE") TO
INTERNATIONAL TRUCK & ENGINE CORPORATION (F/K/A NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.), A DELAWARE CORPORATION ("INTERNATIONAL")
Ladies and Gentlemen:
This Letter Agreement acknowledges your request for a payoff amount for
all of Core's obligations to International as of December 29, 2003 (the "Payoff
Date"), pursuant to the Secured Note and all other related documents executed in
connection therewith and, in each case, as amended from time to time, for the
purpose of repaying in full all of the obligations and liabilities of Core to
International pursuant to the Secured Note. Capitalized terms used but not
otherwise defined herein shall have the corresponding meanings set forth in the
Secured Note.
As of the Payoff Date, the amount of Core's outstanding obligations
(including, without limitation, all accrued and unpaid principal and interest)
under the Secured Note is $18,789,685.87 (the "Payoff Amount").
The Payoff amount will be comprised of $18,589,685.87 in cash and a
$200,000 unsecurred note executed and delivered on December 29, 2003.
The cash Payoff Amount should be sent by wire transfer to International
pursuant to the instructions set forth below by 3:00 p.m. EST on the Payoff
Date:
ABA No.: 0710-0003-9
Account No.: 8188002125
Account Name: International Truck & Engine Corp.
Bank: Bank of America, Illinois
If the Payoff Amount is not received in immediately available funds by
3:00 p.m. EST on the Payoff Date, the amounts necessary to repay all of such
indebtedness and other obligations shall be increased by $4,013.18 per day.
Upon receipt by International of the Payoff Amount, International
hereby acknowledges and agrees that:
(a) All Indebtedness or other obligations of Core to International
pursuant to the Secured Note will be satisfied and paid in
full;
(b) International will immediately release all Liens relating to
all real or personal property of Core;
(c) International will promptly prepare, execute and deliver to
Core releases, satisfaction of mortgages and UCC-3 termination
statements terminating all Liens against Core's property held
by International;
(d) International will promptly deliver to Core the original
Secured Note marked "paid in full" or "cancelled;" and
(e) International will promptly execute and deliver such other
documents or instruments, in form and substance reasonably
satisfactory to Core, and to take any other actions reasonably
requested by Core for the purpose of effectuating the intent
of this Payoff Letter.
This Letter Agreement shall be deemed to be a contract made under and
for all purposes shall be governed by and construed in accordance with the laws
of the State of Ohio, without regard to the principles of conflicts of law.
This Letter Agreement may be executed by the parties hereto
individually or in any combination, in one or more counterparts, each of which
shall be deemed to be one and the same agreement.
[Signature page follows]
2
IN WITNESS WHEREOF, the undersigned has executed this Letter Agreement
as of the date first set forth above.
INTERNATIONAL TRUCK &
ENGINE CORPORATION, a Delaware
corporation (f/k/a Navistar
International Transportation Corp.)
By: /s/ T. M. Endsley
---------------------------
Name: Terry M. Endsley
Title: Vice President & Treasurer
ACCEPTED AND AGREED TO THIS 29TH DAY
OF DECEMBER, 2003
CORE MOLDING TECHNOLOGIES, INC.,
a Delaware corporation (f/k/a Core Materials
Corporation)
By: /s/ Herman F. Dick Jr.
----------------------
Herman F. Dick, Jr.
Chief Financial Officer
3