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EXHIBIT 10(a)(3)
SECURED PROMISSORY NOTE
THIS AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE (this "Amendment")
entered into as of this 6th day of April, 1998, 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, unless otherwise defined herein, capitalized terms used
herein shall have the same meanings set forth in the Purchase Agreement;
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, the Note was amended by an Amendment No. 1 to Secured
Promissory Note executed by the Company and Navistar dated as of December 31,
1996 (the "First Note Amendment"; the Note, as amended by the First Note
Amendment, is hereinafter referred to as the "Amended Note");
WHEREAS, the current outstanding principal balance of the Amended Note
as of the date hereof, without giving effect to this Amendment, is Seventeen
Million Five Hundred Fourteen Thousand and 00/100 Dollars ($17,514,000.00);
WHEREAS, the parties wish to increase the principal amount of the
Amended Note by One Million Three Hundred Seven Thousand Eight Hundred Forty-One
and 00/100 Dollars ($1,307,841.00)in order to effectuate:
(i) the purchase price adjustment described in Section l(g)(vi)
of the Purchase Agreement for the Company's fiscal year
ended December 31, 1997 in the amount of Two Million Nine
Hundred Thirty Seven Thousand Three Hundred Thirty-One and
00/100 Dollars ($2,937,331.00); less
(ii) certain agreed upon adjustments to the Closing Date Balance
Sheet in the amount of One Million Six Hundred Twenty Nine
Thousand Four Hundred Ninety and 00/100 Dollars
($1,629,490.00);
WHEREAS, the parties wish to amend the terms of the Amended 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. Effective as of the date hereof, the Amended Note is hereby amended
to be in the amount of "$18,821,841.00"
2. Effective as of the date hereof, the first paragraph of the Amended
Note is hereby amended in its entirety to read as follows:
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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 Eighteen Million Eight Hundred
Twenty-One Thousand Eight Hundred Forty-One and 00/100 Dollars
($18,821,841.00) (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 Amended 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 Amended 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/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Vice President,
Treasurer and CFO
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Vice President and Treasurer