Schedule 13D Amendment No. 2

number of shares issuable upon conversion exceed 20% of Noble’s outstanding shares on the date of disbursement of the loan, as determined in accordance with Nasdaq Market Place Rule 4350(i), and, accordingly, partial conversions of the loan will be permitted. Other customary adjustment provisions (for stock splits, dilutive issuances, etc.) will also apply.

Conversion period: From date of issuance to one week before date of maturity of the loan.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VZDk+6hwyzIcij3PCPI5bUJ/+qmChB5UQ7IqsjM24ZgeWBCCDNgBVOqYNs5i/WhJ 45m1F5qZXV3VQ9vR2cX6dQ== 0001193125-08-045784.txt : 20080304 0001193125-08-045784.hdr.sgml : 20080304 20080304085237 ACCESSION NUMBER: 0001193125-08-045784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080304 DATE AS OF CHANGE: 20080304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE INTERNATIONAL, LTD. CENTRAL INDEX KEY: 0001034258 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383139487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52933 FILM NUMBER: 08661916 BUSINESS ADDRESS: STREET 1: 840 W. LONG LAKE ROAD STREET 2: SUITE 601 CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 248-519-0700 MAIL ADDRESS: STREET 1: 840 W. LONG LAKE ROAD STREET 2: SUITE 601 CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE INTERNATIONAL LTD DATE OF NAME CHANGE: 19970515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKANDALARIS ROBERT J CENTRAL INDEX KEY: 0000939320 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 33 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 155 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2484333093 MAIL ADDRESS: STREET 1: SKANDALARIS ROBERT J STREET 2: 33 BLOOMFIELD HILLS PARKWAY SUITE 155 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

NOBLE INTERNATIONAL, LTD.

(Name of Issuer)

Common Stock, $.00067 par value per share

(Title of Class of Securities)

655053106

(CUSIP Number)

Robert J. Skandalaris

840 W. Long Lake Road, Suite 601

Troy, Michigan 48098

(248) 220-2004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 29, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

Page 1 of 6 Pages

CUSIP No. 655053106


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert J. Skandalaris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 11,689,450
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 11,689,450


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,689,450
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.4%
14	TYPE OF REPORTING PERSON IN

Page 2 of 6 Pages

CUSIP No. 655053106

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D amends and supplements the items indicated below of the statement on Schedule 13D filed by Robert J. Skandalaris on March 23, 2007, as amended on September 6, 2007 (collectively, the “Schedule 13D”) with respect to the common stock, par value $.00067 per share (the “Common Stock”) of Noble International, Ltd. (the “Company”). Unless otherwise defined herein, all capitalized terms shall have the meanings assigned to them in the Schedule 13D.

The principal executive offices of the Company are located at 840 W. Long Lake Road, Suite 601, Troy, Michigan 48098.

Item 2.

Identity and Background

This Amendment No. 2 to Schedule 13D is filed on behalf of Mr. Skandalaris, whose business address is 840 W. Long Lake Road, Suite 601, Troy, Michigan 48098.

Mr. Skandalaris is currently employed as the Chairman of the Board and a Director of the Company.

During the last five years, Mr. Skandalaris has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, Mr. Skandalaris has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Skandalaris is a citizen of the United States.

Item 4.

Purpose of Transaction

As of February 29, 2008, Mr. Skandalaris and ArcelorMittal S.A. (“ArcelorMittal”) were in discussions regarding a Sale Option Exercise Agreement, pursuant to which ArcelorMittal would purchase 2,439,055 shares of Common Stock held by Mr. Skandalaris, members of his family and certain entities controlled by them (such family and entities, the “Skandalaris Affiliates”). The Sale Option Exercise Agreement is intended to settle certain disputes concerning the rights and obligations of Mr. Skandalaris and ArcelorMittal related to the “Sale Option” under Sections 3.3 and 3.5 of the Standstill and Stockholder Agreement. The currently proposed terms of the Sale Option Exercise Agreement are described in Item 6 below.

On February 29, 2008, ArcelorMittal and the Company entered into a commitment letter (the “Commitment Letter”) pursuant to which ArcelorMittal committed to provide, subject to the satisfaction of certain conditions, subordinated debt financing to the Company in the form of a convertible subordinated loan in the original principal amount of $50 million (the “Convertible Loan”). The commitment is subject, among other things, to the negotiation, execution and delivery of definitive documentation with respect to the Convertible Loan. The Commitment Letter is described in more detail in Item 6 below.

Except as described in Item 6, as amended hereby, Mr. Skandalaris has no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, other than general discussions by and among the board of directors to fill existing board vacancies with new independent directors;

(e) Any material change in the present capitalization or dividend policy of the Company;

(f) Any other material change in the Company’s business or corporate structure;

Page 3 of 6 Pages

CUSIP No. 655053106

(g) Any changes in the Company’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) Causing a class of securities the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

Item 5.

Interest in Common Stock of the Company

(a) and (b) Mr. Skandalaris may be deemed to beneficially own an aggregate of 11,689,450 shares of the Common Stock, constituting approximately 49.4% of the shares outstanding. The calculation of the percentage of shares of Common Stock which may be deemed to be beneficially owned by Mr. Skandalaris is based on the number of shares outstanding reported in the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2007, as adjusted, based upon information provided by the Company, to include the subsequent exercise of options and vesting of restricted stock. The Common Stock which Mr. Skandalaris is deemed to beneficially own includes the following shares over which he previously reported having sole voting and dispositive power:

(i) 332,594 shares of Common Stock held by a family-owned limited liability company in which Mr. Skandalaris exercises voting power, but has no ownership interest;

(ii) 316,292 shares of Common Stock held by a family-owned limited liability company in which Mr. Skandalaris exercises voting power and has an ownership interest; and

(iii) Options to purchase 15,000 shares of Common Stock.

Mr. Skandalaris also may be deemed to beneficially own 9,375,000 shares of Common Stock acquired by ArcelorMittal on August 31, 2007, as to which Mr. Skandalaris disclaims beneficial ownership. This filing and Mr. Skandalaris’ responses herein shall not be construed as an admission that Mr. Skandalaris is the beneficial owner of such shares of Common Stock or has formed a group together with ArcelorMittal. As a result of entering into the Standstill and Stockholder Agreement, Mr. Skandalaris and ArcelorMittal may be deemed to share voting and investment power over the shares of Common Stock owned by each of them, but only as to the matters specified in the Standstill and Stockholder Agreement.

(c) On March 3, 2008, Mr. Skandalaris purchased 105,058 shares of Common Stock from Michael Azar, General Counsel and Vice President of the Company, for $1,470,812 in the form of an unsecured promissory note executed by Mr. Skandalaris in favor of Mr. Azar.

(d) Except for (i) the rights of the equity owners of the family limited liability companies referred to above and (ii) the rights of Arcelor to receive dividend income and proceeds from dispositions of Common Stock described in Items 5 (a) and (b), no other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Common Stock deemed beneficially owned by Mr. Skandalaris.

(e) Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Common Stock of the Company

Sale Option Exercise Agreement

Pursuant to the terms of the currently proposed Sale Option Exercise Agreement:

•

ArcelorMittal would purchase 2,439,055 shares of Common Stock from Mr. Skandalaris and the Skandalaris Affiliates for $14 per share.

•

The closing of ArcelorMittal’s purchase of the 2,439,055 shares of Common Stock (the “Closing”) would occur two business days following the satisfaction of certain conditions precedent including the signing of a definitive agreement for the Convertible Loan.

•

ArcelorMittal would have the option to purchase the remaining shares of Common Stock held by Mr. Skandalaris, exercisable within 60 days following the Closing.

•

Mr. Skandalaris would resign as a member of the Board of Directors of the Company and its Chairman as of the Closing.

•

Mr. Skandalaris’ rights under the Standstill and Stockholder Agreement and Registration Rights Agreement would terminate.

•

Mr. Skandalaris’ would resign from his employment with the Company under the employment agreement between the Company and Mr. Skandalaris dated March 13, 2002 and remain bound by his surviving obligations thereunder.

The foregoing terms are subject to negotiation and, if agreement is reached, entry into a the definitive Sale Option Exercise Agreement by Mr. Skandalaris, the Skandalaris Affiliates and ArcelorMittal.

Commitment Letter.

Pursuant to the Commitment Letter, ArcelorMittal proposes to provide subordinated debt financing to the Company in the form of a convertible subordinated loan in the original principal amount of $50 million. The Commitment Letter provides that the Convertible Loan would bear interest at the rate of 6% per annum and mature on a date five years from the date of disbursement. The Convertible Loan initially would be convertible into shares of Common Stock at $15.75 per share, which is equal to a 25% premium over the simple average of each trading day’s volume weighted average price (“Average Price”) from and including January 15, 2008 to and including February 15, 2008. On each of June 30, September 30, and December 31, 2008 and March 31, 2009 (each, a “Reset Date”), the conversion price will adjust to the lower of (i) the conversion price in effect at such Reset Date and (ii) a 30% premium over the Average Price for the 30 days ending on the last trading day immediately preceding such Reset Date (but not below a 30% premium over an Average Price of $8.00, i.e., $10.40 per share); provided that, in the absence of approval by the Company’s stockholders, in no event would the number of shares issuable upon conversion exceed 20% of the Company’s outstanding shares on the date of disbursement of the loan, as determined in accordance with NASDAQ Marketplace Rule 4350(i). Accordingly, partial conversions of the loan would be permitted.

Page 4 of 6 Pages

CUSIP No. 655053106

The Convertible Loan is subject to several conditions including the Company’s Board of Directors approval and the Company agreement: (a) that the Company will avail itself of the “controlled company” exemption regarding corporate governance requirements under the NASDAQ listing requirements at any time that ArcelorMittal’s beneficial ownership (including shares held by ArcelorMittal’s affiliates) exceeds 50% of the outstanding shares of Common Stock; (b) that the majority of the Board of Directors and Nominating Committee of the Board will be nominated by ArcelorMittal; and (c) to waive the applicability to ArcelorMittal of the standstill provisions and other provisions of the Standstill and Stockholders Agreement.

The commitment is subject to the negotiation, execution and delivery of definitive documentation with respect to the Convertible Loan, which is satisfactory to ArcelorMittal. In addition, ArcelorMittal may terminate its commitment in certain events and the Commitment Letter automatically terminates upon the earlier to occur of (a) the execution and delivery of loan documentation by all of the parties thereto, or (B) April 1, 2008.

From the date of the Commitment Letter until the close of business on March 10, 2008, absent the prior written consent of ArcelorMittal in each instance, neither the Company nor any of its subsidiaries may issue, agree to issue or enter into any arrangements for the issuance of any debt or equity securities of, nor obtain or agree to obtain any bank financing for, the Company or any of its subsidiaries.

The foregoing summary is qualified in it entirety by reference to the full text of the Commitment Letter filed as Exhibit 99.3 hereto.

Item 7.

Material to Be Filed as Exhibits


Exhibit 99.3		Commitment Letter entered into on February 29, 2008 by ArcelorMittal and the Company.

Page 5 of 6 Pages

CUSIP No. 655053106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 4, 2008

Date

/s/ Robert J. Skandalaris

Robert J. Skandalaris

Page 6 of 6 Pages

EX-99.3 2 dex993.htm COMMITMENT LETTER Commitment Letter

Exhibit 99.3

LOGO

February 28, 2008

Noble International, Ltd.

840 W. Long Lake Drive

Suite 601

Troy, Michigan 48098

Commitment Letter

Ladies and Gentlemen:

You have advised ArcelorMittal S.A. (“ArcelorMittal”) that Noble International, Ltd. (“Noble” or “you”) requires not less than $35 million in new equity or subordinated debt financing in order to satisfy the condition to a waiver of a default under the Sixth Amended and Restated Credit Agreement, dated as of December 11, 2006, among Noble, the lenders’ parties thereto from time to time (the “Lenders”) and Comerica Bank, as agent for the Lenders (the “Agent”). The terms of such waiver are set forth in a Waiver Letter, dated February 15, 2008, between Noble and the Agent, a copy of which has been provided to ArcelorMittal. All references to “dollars” or “$” in this commitment letter and the attachments hereto (collectively, this “Commitment Letter”) are references to United States dollars. ArcelorMittal and Noble and their respective affiliates are each sometimes individually referred to herein as a “Party,” and collectively as the “Parties.”

In this regard, you have requested ArcelorMittal’s commitment to provide subordinated debt financing to Noble in the form of a convertible subordinated loan in the original principal amount of $50 million (the “Convertible Loan”).

1. Commitment. ArcelorMittal is pleased to advise you of its commitment to provide the Convertible Loan to Noble upon the terms and subject to the conditions of this Commitment Letter. This commitment is subject to the negotiation, execution and delivery of definitive documentation with respect to the Convertible Loan (the “Loan Documentation”) which is satisfactory to ArcelorMittal and which reflects, among other things, the terms and conditions set forth in the Summary Term Sheet attached hereto as Exhibit A (the “Summary Term Sheet”).

You agree that the closing date of the Convertible Loan (the “Closing Date”) shall be a date on or before April 1, 2008 mutually agreed upon by ArcelorMittal and Noble but in any event shall not occur until the terms and conditions of this Commitment Letter have been satisfied.

2. Conditions. ArcelorMittal’s commitment hereunder may be terminated by ArcelorMittal if:

a. either (i) any additional information shall have been disclosed to or discovered by ArcelorMittal (including, without limitation, information contained in any review or report required to be provided to it in connection herewith), which ArcelorMittal determines has had or could reasonably be expected to have a material adverse effect on the business, results of operations, condition (financial or otherwise), assets, liabilities or prospects of Noble and its subsidiaries, taken as a whole, or (ii) any information submitted to ArcelorMittal by or on behalf of Noble or any of its subsidiaries or affiliates shall be inaccurate, incomplete or misleading in any respect which ArcelorMittal reasonably determines to be material;


ArcelorMittal S.A.	T + 352 4792 1	Registered office
19, Avenue de la Liberté	F + 352 4792 2675	Luxembourg B 82454
L-2930 Luxembourg	www.arcelormittal.com	N° IBLC: 18804375
G.D. of Luxembourg		N° VAT: 1992 22 10449

b. any litigation or other proceedings (private or governmental) with respect to any of the transactions contemplated hereby are commenced or threatened;

c. ArcelorMittal determines that the transactions contemplated hereby would not be in compliance in all material respects with all applicable legal requirements; or

d. any condition set forth in this Commitment Letter is not satisfied or any covenant or agreement of Noble in this Commitment Letter is not complied with.

All matters with respect to the Convertible Loan that are not covered by the provisions of this Commitment Letter, including the Summary Term Sheet, are subject to the approval of ArcelorMittal and Noble. ArcelorMittal acknowledges and agrees that this Commitment Letter has not been approved by Noble’s Board of Directors and the Convertible Loan expressly is subject to approval thereby.

3. Termination. Upon the earlier to occur of (a) the execution and delivery of the Loan Documentation by all of the parties thereto, or (b) April 1, 2008, if the Loan Documentation shall not have been executed and delivered by all such parties prior to that date, this Commitment Letter and the commitment of ArcelorMittal hereunder shall automatically terminate unless ArcelorMittal, in its sole discretion, agrees in writing to an extension.

4. Exclusivity. From the date of this Commitment Letter until the close of business on March 10, 2008, absent the prior written consent of ArcelorMittal in each instance, neither Noble nor any of its subsidiaries shall issue, agree to issue or enter into any arrangements for the issuance of any debt or equity securities of, nor obtain or agree to obtain any bank financing for, Noble or any of its subsidiaries.

5. Information. Noble agrees from time to time to furnish ArcelorMittal access to such information as ArcelorMittal reasonably requests, including, without limitation, with respect to Noble’s and its subsidiaries’ business, financial condition and prospects and legal and accounting matters. Noble further agrees to advise ArcelorMittal of all developments materially affecting Noble or any of its subsidiaries or affiliates or the transaction contemplated hereby or the accuracy of the information and projections previously furnished to ArcelorMittal. ArcelorMittal agrees to maintain the confidentiality of any nonpublic information provided by Noble hereunder as long as such information remains nonpublic, it being understood that information is not nonpublic if (i) it is or becomes generally available to the public other than as a result of disclosure by ArcelorMittal, (ii) it was available to ArcelorMittal on a nonconfidential basis prior

to its disclosure by Nobel hereunder, or (iii) it becomes available to ArcelorMittal on a nonconfidential basis from a person other than Noble who is not bound by a confidentiality agreement with, or a duty of confidentiality with respect to, Noble. Noble acknowledges that ArcelorMittal may share with any of its affiliates, representatives and agents any information related to Noble and its subsidiaries (including in each case information relating to creditworthiness) and the transaction contemplated hereby, provided such persons agree to be bound by the confidentiality obligations herein.

6. Indemnity; Expenses. Noble hereby agrees to indemnify and hold harmless ArcelorMittal and each of its affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of each of the foregoing (each, an “Indemnified Person”) on the terms provided in Annex 1 hereto (the “Indemnity Annex”).

In addition to the foregoing, Noble hereby agrees to pay, and to reimburse promptly upon request, (a) all out-of-pocket expenses (including but not limited to legal fees and expenses and expenses incurred prior to the date hereof) up to $100,000 incurred by ArcelorMittal in connection with the preparation, execution and delivery of this Commitment Letter, the Summary Term Sheet and the documentation contemplated hereby (including the Loan Documentation), whether or not the transactions contemplated hereby are consummated, and (b) all costs and expenses incurred in connection with the enforcement of ArcelorMittal’s rights herein.

7. Confidentiality. This Commitment Letter is furnished for Noble’s benefit and may not be relied on by any other person or entity. This Commitment Letter is delivered by ArcelorMittal and accepted and agreed to by Noble upon the condition that neither the existence of this Commitment Letter, nor the Summary Term Sheet nor any of their contents shall be disclosed by either Party, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, regulation or any listing requirement of NASDAQ (in which case the applicable Party agrees to inform the other Party promptly thereof), (ii) as may be agreed to in writing by the Parties and (iii) to each Party’s directors, officers, employees, advisors and agents who are directly involved in the consideration of the matters contemplated herein, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby, provided that such persons agree to be bound by the confidentiality obligations herein. In addition, this Commitment Letter and the Summary Term Sheet may be disclosed to the Agent and Lenders and their respective officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby; provided that such persons agree to be bound by the confidentiality obligations herein. Any reference to ArcelorMittal or its affiliates in any document, release, material or communication prepared, issued or transmitted by Noble or on Noble’s behalf, is subject to ArcelorMittal’s prior written approval.

8. Assignment; Waiver and Amendment. This Commitment Letter and ArcelorMittal’s commitment hereunder shall not be assignable by Noble without the prior written consent of ArcelorMittal and any purported assignment without such consent shall be void. ArcelorMittal may assign all or any part of its rights or obligations under this Commitment Letter to one or more of its affiliates; provided that no such assignment shall relieve ArcelorMittal of liability for

any failure by such affiliates to perform such obligations. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by ArcelorMittal. ArcelorMittal has no express or implied intention to benefit any third party, including without limitation, any of the Lenders or any other creditor or any stockholder of Noble, and nothing contained in this Commitment Letter is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person or entity other than Noble and, with respect to the indemnification provided under the heading “Indemnity,” each Indemnified Person.

9. Governing Law, Etc.

a. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one commitment. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. Headings are for convenience only.

b. Noble represents and warrants to ArcelorMittal that no brokers, representatives or other persons have an interest in compensation from any transaction contemplated herein or would otherwise be due any fee, commission or remuneration upon consummation of any transaction contemplated herein.

c. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. Any right to trial by jury with respect to any claim or action arising out of this Commitment Letter is hereby waived. Noble hereby submits to the non-exclusive jurisdiction of the federal and New York State courts located in the County of New York (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or any of the matters contemplated hereby, and agrees that service of any process, summons, notice or document by registered mail addressed to Noble shall be effective service of process against it for any suit, action or proceeding relating to any such dispute. Noble irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction Noble is or may be subject by suit upon judgment.

d. The expense reimbursement, confidentiality, indemnification and waiver of trial by jury and governing law and forum provisions of this Commitment Letter, including those in the Summary Term Sheet and the Indemnity Annex, shall survive termination or expiration of this Commitment Letter (or any portion hereof).

Please indicate your acceptance of the terms of this Commitment Letter, including the Summary Term Sheet and the Indemnity Annex, by returning to us one or more executed counterparts of this Commitment Letter not later than 5:00 p.m., New York City time, on February 29, 2008.

[Signature Page Follows]

We are pleased to have been given the opportunity to assist you in connection with the financing.


Very truly yours,

ARCELORMITTAL

By:		/s/ Armand Gobber
Name:		Armand Gobber
Title:

By:		/s/ E.S. de Vries
Name:		E.S. de Vries
Title:


Accepted and agreed to as of the date first written above:

NOBLE INTERNATIONAL LTD.

By:		/s/ Thomas L. Saeli
Name:		Thomas L. Saeli
Title:		CEO

		/s/ DAVID J. FALLON
		DAVID J. FALLON
		CFO

Annex 1

Indemnity Annex

Noble hereby agrees (a) to indemnify and hold harmless each Indemnified Person to the fullest extent permitted by law from and against any losses, claims, damages, liabilities and expenses, joint or several (collectively, “Damages”), to which such Indemnified Person may become subject in connection with or otherwise relating to or arising from any transaction or matter in any way relating to or referred to in this Commitment Letter or arising out of the matters contemplated by this Commitment Letter and (b) to reimburse each Indemnified Person for all fees and expenses (including the fees and expenses of counsel) (collectively, “Expenses”) incurred in connection with investigating, preparing, pursuing, defending or responding to any threatened or pending claim, action, litigation, proceeding or investigation (each, a “Proceeding”) arising therefrom, whether or not such Indemnified Person is a formal party to such Proceeding; provided, that Noble shall not be liable to any Indemnified Person to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Indemnified Person seeking indemnification hereunder.

Noble agrees not to enter into any waiver, release or settlement of any pending or threatened Proceeding (whether or not ArcelorMittal or any other Indemnified Person is a formal party to such Proceeding) in respect of which indemnification may be sought hereunder without the prior written consent of ArcelorMittal (which consent may be granted or withheld in ArcelorMittal’s sole discretion), unless such waiver, release or settlement (i) includes an unconditional release of ArcelorMittal and each Indemnified Person, in form and substance satisfactory to ArcelorMittal, from all liability and claims that are the subject matter of or arise out of such Proceeding and (ii) does not contain any factual or legal admission by or with respect to any Indemnified Person or any adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Person or any action or inaction of any Indemnified Person.

Noble’s obligations hereunder shall be in addition to any liability which Noble may have at common law or otherwise to any Indemnified Person and shall be binding upon any of Noble’s successors and assigns. Noble’s obligations hereunder shall inure to the benefit of the successors, assigns, heirs and personal representatives of each Indemnified Person. The provisions of this Annex 1 shall survive the modification or termination of the Commitment Letter.

EXHIBIT A


Summary term sheet for convertible loan

*BORROWER*	NOBLE INTERNATIONAL, LTD.	*PRIORITY*	(i) Subordinated to existing Senior Debt (including refinanced Senior Debt) and outstanding Amended and Restated Subordinated Notes issued October 11, 2006; (ii) Senior to other existing subordinated debt and any payments to common stockholders; (iii) No subordination to any future financial indebtedness other than refinanced Senior Debt.
*LENDER*	ARCELORMITTAL
*AMOUNT*	50,000,000 (exclusively granted by AM)
*CURRENCY*	USD








*RATING*	Not credit graded	CONDITIONS PRECEDENT	*(i) Noble Board approves and Noble agrees:* a) to avail itself of the controlled company exemption regarding corporate governance requirements under NASDAQ at any time that AM’s beneficial ownership (including shares held by AM affiliates) exceeds 50% of Noble b) that the majority of the Noble Board and Nominating Committee will be nominated by AM c) to waive the Standstill provisions and other provisions of the Stockholders Agreement for ArcelorMittal *(ii) Noble* receives all necessary consents and approvals, including necessary waivers from Comerica and other current lenders regarding loan covenants/events of default (e.g., change of control clause).
*INTEREST* *RATE*	6.00% per annum
*INTEREST* *PAYMENT*	Quarterly in cash
*MATURITY*	Fifth anniversary of disbursement date.
*EXPENSES*	Noble pays AM legal and other expenses, not to exceed 100KUSD
*COVENANTS*	(i) Restrictive dividend covenants (ii) Other customary covenants
*UNDERTAKING*	Noble agrees not to enter into any similar equity or equity linked financing transaction until December 31, 2008
*UTILIZATION* *OF PROCEEDS*	The proceeds of this loan should be used as necessary to cure potential or existing events of default. Notwithstanding any contrary provision of Noble’s $15 million Subordinated Promissory Note dated August 31, 2007, no proceeds will be required to be used to prepay that Note.
*CONVERSION MECHANISM*		*CALL*	The loan is not callable or redeemable

Conversion into shares of Noble at a price equal to a 25% premium over the simple average of each trading day’s volume weighted average price (“Average Price”) from and including January 15, 2008 to and including February 15, 2008 (the “Initial Conversion Price”), subject to adjustment as follows. On each of June 30, September 30, and December 31, 2008 and March 31, 2009 (each, a “Reset Date”), the conversion price will adjust to the lower of (i) the conversion price in effect at such Reset Date and (ii) a 30% premium over the Average Price for the 30 days ending on the last trading day immediately preceding such Reset Date (but not below a 30% premium over an Average Price of $8.00, i.e., $10.40); provided that, in the absence of Noble shareholder approval, in no event shall the		MANDATORY PREPAYMENT	Mandatory prepayment of the loan upon change of control of Noble

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