COGNOVIT PROMISSORY NOTE
$230,000.00 Cleveland, Ohio May 9, 2002
For value received, the undersigned, SHILOH INDUSTRIES, INC., a Delaware corporation (hereinafter
"Maker") promises to pay to the order of CURTIS E. MOLL (hereinafter "Payee"), 22099 McCauley Road,
Shaker Heights, Ohio 44122, the principal sum of Two Hundred Thirty Thousand Dollars ($230,000.00) (the
"Principal"), together with interest accrued thereon at the rate of 9.00% per annum from the date hereof. Interest
shall be calculated upon a year of 365 days for the actual number of days elapsed.
Subject to the provisions set forth in Section 1(a) of this Note, all accrued interest due and payable under this
Note shall be paid monthly solely in-kind, on the first day of each month during the term of this Note.
Subject to the subordination provisions set forth in Section 1 of this Note, unless accelerated as set forth in
Section 2 of this Note, payment of Principal will be due and payable in one (1) balloon payment on May 1,
2004. Payment of less than all amounts due will be first applied to accrued interest and then to Principal.
1. Payee and any subsequent holder (collectively "Holder") acknowledge and agree that all obligations due under
this Note shall be subordinated to the Obligations of the Maker under the Amended and Restated Credit
Agreement dated as of February 12, 2002 ("Maker's Credit Agreement"), among Maker, the Lenders Party
Thereto, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, KeyBank N.A., as Syndication
Agent, and Bank One, Michigan, as Documentation Agent, and, unless provided otherwise in such document,
any subsequent amendments and/or restatements of Maker's Credit Agreement. Unless otherwise defined herein,
defined terms used in this Note shall have the meaning set forth in Maker's Credit Agreement.
(a) Interest Payments. Holder acknowledges that Maker shall make cash payments of interest under this Note as
(i) Following the one (1) year anniversary date of